5 times Peter Parker's Enhanced Senses Caused Him Problems
by The Muses' Summer House
Summary: and 1 time that they saved him.
1. Sight

**AN: I have been itching to do a 5 + 1 series for a while. I've also been reading a surplus of Irondad and Spiderson stories, and while Tony is not in this chapter, he will be showing up later. It has been a long time since I have written any fiction, so please feel free to leave any constructive criticism!**

 **Sight**

For as long as Peter could remember, he had terrible eye sight. He didn't really realize that his sight was bad until the first day of school, when the teacher had gone to write her name on the board and all Peter could see were fuzzy squiggles. After a few days of awkwardly squinting at the board, the teacher had realized this and notified his parents. An eye exam and $300 later, Peter was enjoying the full use of his eyes. At first, he resented his glasses since it caused the other kids teased him. But he soon realized that they would have teased him about being nerdy even if he could see properly.

It was a fact of life. Peter was as blind as a bat. So, Peter didn't know what to do when he woke up one morning with perfect 20/20 vision. The day before that, he had been on a field trip to Oscorp, and an experimental spider had bitten him. At the time he had been panicked about the teacher finding out that he had wandered off from the group and accidentally killed one of the test subjects. Heart pounding, he returned to the group and tried to ignore the itching of the spider bite. As the day wore on, he started to feel worse and worse. He managed to hold himself together for the remainder of the school day, but on the subway home he caught sight of his sweaty and pale reflection in the windows. His reflection smiled a grimace back at him, and Peter thought vaguely that he should have been worried for his health all along. What if that spider was one of those man-killer spiders like the Brazilian Wandering spider? Vomiting, diarrhea, and priapism is not how he wanted to go out. His energy was rapidly waning, but he did manage to stumble back to his apartment and collapse in to bed. Despite how well he felt now, Peter felt dread settle in to his stomach like a weight.

Peter stared at the numbers on his alarm clock, numbers which should be fuzzy. He slowly sat up and pressed a hand to his eyes. He half expected to feel his glasses under his palm, but they weren't there. In addition to this, he noticed that the skin of his palm subtly clung to his face, and he felt slight resistance when he lifted his hand away. The separating skin felt sort of like how his lips did when they sealed after not speaking for a while, only to peal apart unpleasantly when he spoke again. His heart rate picked up as panic started to sweep over him. He sprung out of bed and on to his feet with a swift agility that terrified him. His glasses rested, as they did every morning, on his desk. With shaky hands, he pulled them on to his face and gave a little yelp when the room around him became a blurry mess. What the hell was happening? He felt completely fine, but there was no way he could possibly be okay. The world around him felt more vibrant than before. Sounds were clearer, his vision was fixed, and even his sense of smell was picking up odors like slightly burnt eggs and toast. His breathing started to hitch with panic as he pulled his glasses back off of his face and the room refocused with crystal clarity. Was this permeant? Were there other affects that his body hadn't developed yet? His thoughts were interrupted by a sharp knock on his door. He jumped a little at the sound.

"Peter? You doin' okay?" May's concerned voice grounded him a little. He took a deep breath and replied.

"Yeah, I'm alright."

"Well, okay…" May didn't sound entirely convinced but didn't seem to want to press the issue. "Ben made breakfast, if you feel up to eating".

"Sure thing, May. I'll be right out".

Taking a few more steadying breathes, Peter felt calm enough to face his aunt and uncle… until he accidently crushed the door handle in his grip. The door hinges gave a slight groan under the pressure, and Peter released the handle as if it had burned him. He stared at the mangled handle with wide eyes and his brain short circuited.

' _How…? Did I just…? There is no way… I can't even open a jar of pickles… how the hell did I-?!'_

"Peter! Food is getting cold!" Ben's voice called from their kitchen.

"Uhhhh… coming!" Peter called back, his voice climbing serval octaves. With a much more cautious grip, he turned the door handle and gently shut the door behind him. He meandered in to the kitchen and plopped himself down in his chair at the table. He shook himself out of his daze when Ben placed a stack of pancakes in front of him.

"We're not having eggs and toast?" Peter asked, his voice a little sharp with panicked surprise. Ben's face creased a little with worry and his eyes flickered over his nephew's face, as if searching for some abnormality.

"No, I thought I would use up the last of the pancake mix before it reached its expiration date. Is your stomach feeling sour? I can make something else".

"No, no, its fine!" Peter insisted, not wanting to sound ungrateful. He wondered where the sent of eggs and toast had been coming from. How good was his sense of smell now? Ben took his seat at the opposite end of the table, while eyeing Peter with a concerned gaze. May, who was leaning against the counter and sipping her coffee, was also starring at him. Peter squirmed uncomfortably, as he always did when he was under the spot light, and started to nervously shovel pancakes in to his mouth.

"Maybe you should stay home today," May suggested. "You don't look as much like a zombie today as you did last night, but you still seem to be a little out of it." Peter was sorely tempted to play the sick card and stay home. The world felt so overwhelming and he had no idea how to deal with it. But then he realized, with a groan that he couldn't do that today.

"I can't. Ned and I have our presentation for Spanish class today. If I miss it, we'll both fail".

A frown tugged at May's lips as she replied, "I'm sure if I called the school-"

"No, it's fine. I don't even feel bad. I'm just a little tired is all".

"Hey, Pete," Ben cut in, "Where are your glasses?"

Peter felt as if he had been doused in cold water. He had never been a good liar, but he couldn't fess up to the truth just yet. He didn't want his aunt and uncle, the last of his family, to realize that their nephew had been mutated by a freaking spider of all things.

"Oh," His eyes cast down to the linoleum floor. "I forgot them in my room. Be right back." He rushed off down the hall before either of them could get a word in. Peter knew he would crack if they pried any more in to it. Remembering this time to grip the handle gently, he eased the door open and shut it softly behind him. He leaned against the door, his head falling back with a soft thump. What was he suppose to do? He couldn't wear his glasses anymore because his depth perception would be completely screwed up. He would probably end up stumbling around like a drunkard, which would then lead to more awkward questions from his teachers and family. Maybe he could pop the lenses out? No, it would be obvious that there were no lenses in the frames. Well, he couldn't just go without them and claim his magically improved sight was a God ordained miracle. Heaving a sigh, he slid his glasses back on to his face. He would just have to fake it. There was no other option. Everything around him was a mess of colourful blobs, so he would have to rely on his memory to remember where obstacles were. He returned to the kitchen without bumping in to anything, and hastily finished his pancakes. Despite the hindrance his glasses were causing him, he was thankful that he couldn't make out his aunt and uncle's expressions. He was sure if he could see their suspicion, he wouldn't be able to keep up the charade.

Riding the subway was too difficult to do with out seeing, so Peter decided to hold his folded up glasses in his hand while he was commuting. It's not as if strangers would notice anything amiss. But still, Peter couldn't shake the feeling that he was being watched. That everyone knew he was a freak now.

Peter had always enjoyed going to school, even though he wasn't popular and had kids like Flash to deal with. The shockingly lax security and inattentive faculty gave him an abundant of resources to tinker with. Plus, he did have Ned, his best friend. Staring up at the hazy school building, Peter wished more than anything that he could just leave and go home. The thought of letting Ned down gave him a mental push, and with hesitant steps he entered the building.

All of his senses were assaulted simultaneously by the chaos of the student population. Sure, Peter knew rationally that today was just a typical day, nothing out of the ordinary. But to him it felt as though everything in the world had been dialed to eleven. The pungent sent of body odor and Ax body spray was making his stomach roll. The cacophony of chatter was pounding in his head. He was continuously muttering 'sorry' to every person he bumped in to, but eventually he reached the temporary sanctuary of his locker. He had dialed the combination so many times, he could do it using only muscle memory. He stared in to the darkness of his locker and gave a shallow sigh, relishing the small moment alone. But then a hand tapped excitedly on his shoulder.

"Dude, guess what? I'm pretty sure that my Mom is giving me Fall Out 4 for Christmas! I saw a receipt for that game fall out of her coat pocket." Ned's exciting rambling was loud in Peter's ear and caused him to flinch. He turned and saw the fuzzy outline of Ned. His glasses had slid a bit down his nose, so he could see the top of Ned's head clearly. Tilting his face down slightly, Peter peered over the top of his glasses to see all of Ned's face.

"You okay, man? You don't look okay. Also, why are you looking at me like that? Your creeping me out." Ned questioned with a nervous laugh, his head cocked to the side as it always did when he was worried.

"Yeah, yeah, yeah", Peter replied, hurriedly, while straightening his head and pushing his glasses back up. "I'm just tired and got a bit of a headache. Did that receipt really fall out of her coat, or were you snooping?" The distraction worked, and Ned grinned sheepishly. At least Peter though he did. Who could tell anymore.

"I thought I might become a detective after we graduate high school. Solving the mystery of the hidden Christmas presents is more like a training exercise!" Ned had turned and started to walk towards their Spanish class. Peter walked beside him while trying to avoid any figure moving towards him.

"Oh so, your giving up on coding to pursue detective work? I'll be sure to get you a pipe and a tweed coat and hat to help you start up your agency. Gotta look the part, or your clients won't take you seriously." Peter's teasing caused Ned to mock gasp.

"I think you're forget the most important tool of all. How can clients take me seriously without a magnifying glass?"

"Hey Penis Parker!" Flash's voice boomed from directly ahead of them, and Peter wondered vaguely how he hadn't realized he was there until just now. "You and your boyfriend better hurry your asses up! If you're late, Senor Renwick is gonna be in a crappy mood when he judges our presentations! The rest of us don't need you guys dragging our marks down!" Typical Flash. Of course, he needed someone to blame for when he inevitably got his low grades. Peter and Ned picked up the pace anyways, not wanting to deal with Flash's mood.

Peter stumbled his way over to his seat, hitting his shin on the corner of a desk. The class laughed and he could feel his face reddening. He slumped in his seat and tried to tune out the chatter around him. It was impossible feat, but he tried anyways. His head was really starting to throb and his eyes ached from the constant strain. As Senor Renwick began the class, Peter wondered ruefully if this was how life would be from now on. Constantly smacking his shins and jumping at loud noises. That was no way to live. There had to be a solution. Maybe he could use the shop at school to forge normal glass lenses for his glasses? The school taught glass work, right? But then again, he had no idea how to make lenses that would fit properly. Or how to use any of the machinery in the shop. He wasn't even 100% sure the school would have the stuff he needed to make lenses.

"Senor Parker, Senor Leeds, your up next!" Senor Renwick's voice jarred Peter out of his half-baked plan. He stood and hurried up to the front of the class. He just wanted to get this over with. His headache was becoming unbearable and he doubted that he could last for the rest of the day. After Spanish class, he would probably skip the rest of the day and go home. And lie in his room. In the dark. With a cold cloth on his eyes. The thought filled him with a strong sense of relief that suppress the feeling of guilt for skipping school.

Despite his agonizing headache, Peter thought that he and Ned gave a decent presentation. When they were finished the class applauded politely, and he and Ned went to take their seats. As he moved between a row of desks, a tingling sensation ran down his spine and a sense of dread filled him. Half a second later, he tripped over a student's backpack and fell to the ground. He felt his head crack painfully on the floor, and for a moment he saw stars. He could hear gasps and laughter fill the room, Flash laughing hardest of all.

"Oh my God! Dude, you okay?!" Ned's panicky tone cleared Peter's head a little.

"Move out of the way!" Senor Renwick's voice called as he weaved through the students crowding Peter. A hand reached out to grip Peter's shoulder as he heaved himself up to a sitting position. "Peter, are you alright?"

"Yeah," Peter mumbled while rubbing his head a little, the humiliation pressing down on him like a thick blanket. "I just tripped…" he trailed off when he realized he was just stating the obvious.

"Let's get you down to the nurse's office-"

"I'll take him!" Ned called out, and Peter felt Ned hook his arm under his and helped him up to his feet. The room was wobbling a little, so Peter pulled his glasses off. This helped a little. At least now the room was wobbling in clear definition. Ned left his side for a moment so that he could collect Peter's bag and then they walked in silence until they were near the nurse's office.

"Are you _really_ okay? You weren't just saying that so that Senor Renwick would leave you alone?"

Peter pulled open the door to the office while reassuring Ned that he was fine. Even as the words left his mouth, he could tell that Ned wasn't buying it. Nurse Hansen ushered Peter on to the table, while Ned told her what had happened. She shined a light in his eyes, and asked him the basic nurse questions. Was he sore anywhere? Did his head hurt? Did he have any neck pain or stiffness? Peter answered no to all of the questions and realized with some surprise that he wasn't really lying at all. After a fall like that, he knew that he should be more hurt than he was. Already his headache was starting to fade. Nurse Hansen seemed to be satisfied with his answers, but she still insisted on calling his uncle to come and pick him up. Peter begged that she not call him. He hated the thought that Ben would have to close up his garage early and loose money because of him. But apparently, he didn't get a say in the matter.

Twenty minutes later, Uncle Ben was walking through the door and made a bee line for Peter, who was sitting, slouched over in one of the waiting room chairs. Rough, calloused hands gripped Peter's cheeks lightly. Ben crouched in front of Peter, and peered into his eyes with concerned scrutiny. Peter could hear Nurse Hansen's assurances that he was just fine, but Ben ignored her and continued to check Peter over. That was just the way it was with Ben. Peter felt an exasperated smile tease his lips. Ben was the kind of guy who could never be mollified by the assurances of a professional. He would never believe that something was alright unless he had checked on it himself. He turned Peter's head lightly from side to side, and seemed to be content with what he saw. Heaving a sigh, Ben straightened up and approached the Nurse's desk to sign the forms to release Peter. Peter rose to his feet, and went to walk beside his Uncle. He clapped an arm around his shoulders and lead him towards the parking lot. Sitting in passenger seat of their beat-up little car, Peter waited for Ben to get in the driver side. For a moment they sat in tense silence.

"Hey, Pete. Where are your glasses?" Ben asked him this for the second time that day, and this time around Peter felt that there was much more weight to the question.

"I put them in my backpack." Peter responded simply. The silence stretched on for a few more moments. Peter picked nervously at the cuticles of his nails. He could feel Ben's gaze on him, but couldn't turn to meet his eyes.

"What's going on with you? You've been acting weird all day. Is someone bothering you?" Peter couldn't stand the distress in Ben's voice, knowing that he was the cause of it. He also knew that there was no way he could stand another day like today, so he decided to tell the truth quickly before he could lose his courage.

"I don't need my glasses anymore." The words tumbled out of Peter's mouth in a rush. Ben's brow furrowed and before he could ask another question Peter pressed on. "I mean, I noticed that my sight has been improving gradually, and now my glasses make everything blurry. That's why I tripped. I didn't see the bag."

Ben seemed to be taking a moment to contemplate his explanation. He drummed his fingers softly on the steering wheel, his gazed still fixed on Peter. His eyes had a glazed look, and Peter got the impression that he wasn't really looking at him. Maybe he could see the honesty written on his face, because after a moment Ben's brow smoothed out.

"I didn't know that sight could improve like that. Maybe we should have you see an optometrist."

"No!" Peter blurted out, a little louder than he had intended. Doctors would verify whatever it was now that made him different. He had watched enough movies with Ben to know that no good ever came from Doctor's recognizing a mutant. Before you know it, he would be in some creepy secret lab, being cut open like that frog he had to dissect in eighth grade biology. Ben rose an eyebrow at his panicked tone. "I just mean…" Peter struggled for a moment to think of a reason not to go to the doctors. "You're always saying that you shouldn't waste money on something that works. Why waste 200 bucks on this?"

Ben looked unimpressed to have his own words twisted and thrown back at him. "I was talking about machines, Peter. Cars specifically. If your eyes change in anyway, you're supposed to see a doctor".

"But we can't afford the exam and another pair of glasses!" Peter insisted.

"Don't you worry about money." Ben replied, but his statement lacked conviction. It was just the go-to response for when Peter became concerned with the family's finances. Peter knew from Ben's tone that he had won the argument. They really couldn't afford this right now, and they both knew it. Ben's gaze became resigned.

"Do your eyes hurt at all?"

"No."

"You'll let me or your aunt know if anything feels wrong?"

"Yeah, yeah, yeah" Peter replied while nodding his head quickly like a bobble head. Ben turned to look out the wind shield, and turned his keys in the ignition. The car roared to life as he backed out of the parking space. Peter could see how this decision weighed heavily on Ben, and a stab of guilt twisted in his stomach. He hated how he made his uncle feel as if he couldn't provide for him. But there was nothing he could do about it. He couldn't stand to think of what Ben or May would say if they knew what had happened to him. Would they leave him? He tried to push the thought out of his head. He knew that it was ridiculous, but uncertainty nagged at his mind. Glancing sideways at Ben's somber expression, Peter decided that he would make it up to him. He wasn't sure how. Maybe, given time, Ben would see that Peter really was fine and he could stop worrying. The thought cheered Peter up a little. After all, they had plenty of time.


	2. Touch

**AN: Sorry about the month-long break between chapters. I was neck deep in final papers and exam prep, but now that I have free time again, you can expect weekly updates for the remaining chapters. This chapter was interesting to write. Writing about touch sensory overload triggered all sorts of psychosomatic itchiness for me. I don't think I have ever been this physically uncomfortable while writing before. Oh, and if anyone is wondering, according to the Marvel time line on Wikia, Peter decides to become Spider-man on December 10, 2015. I'm not picking dates at random.**

 **Touch**

A thousand fire ants were crawling on Peter's skin. Well, that's how it felt anyway. Rationally, Peter knew his body wasn't being devoured by fire ants. He knew that he was sitting on the couch, watching 'A Christmas Story' on TV, while May attempted to make breakfast behind him. He also knew that he couldn't give into his desire to rip off all his skin with his finger nails. May was already walking on eggshells around him, and that might just raise a couple of red flags. So instead he sat, as stiff as a block of wood, and tried to concentrate on the movie rather than his crawling skin.

It didn't help matters that the traditional 'Parker Christmas sweater' was pressing obtrusively on to his skin. With every breathe he took, the fibres of the wool would scrap against his skin like cheese graters. Peter curled his fingers against the edge of the couch cushion in an attempt to busy his hands. He knew if he started to scratch his skin, he wouldn't be able to stop. Despite his extreme discomfort, he kept the sweater on. Because, well, it was their tradition. His and Ben's.

Every Christmas that Peter had spent with his Aunt and Uncle, he had received a Christmas sweater as a gift from Santa. Even though he didn't believe in Santa anymore, and hadn't in years, there was still a lumpy package under the tree with the words: To Peter, From Santa, written in his uncle's handwriting every year.

He could remember all the way back to his first Christmas with May and Ben when he was five years old. He and Ben were watching 'A Christmas Story', just as he was now. He sat close to Ben's side and felt the grounding warmth and weight of Ben's arm around his small shoulders. Ben's was laughing his deep booming laugh at the TV, while Ralphie, dressed in a fluffy bunny suit, stared dejectedly at them through the TV screen.

"Ahhh," Ben sighed through his laugh, "that was me and your dad back in the day". Peter sat up a little straighter, eager to hear about his dad when he was young.

"You had an Aunt that would make you wear bunny PJs?"

"Well, it wasn't our Aunt, it was our Mom. And she made us wear Christmas sweaters, not bunny PJs." He replied while giving Peter's sweater a playful tug on the collar. "But your Dad hated it and would sulk, just like Ralphie." Peter's gaze returned to the movie as he watched Ralphie race upstairs, eager to get out of the pajamas.

"Did you hate it too?"

"Yeah…." Ben trailed off and when Peter turned to look at him, he noticed that his eyes were misty. He didn't seem to be looking at the movie any more, but looking past it to something Peter couldn't see. Peter felt his own throat constrict and his eyes grew hot. He leaned his head onto Ben's chest and listened to his heartbeat and breath. In response Ben tightened his arm slightly on Peter's shoulders and gave him a slight smile. He blinked his eyes a few times to dispel the tears and looked down to Peter.

"Do you know what a tradition is, Pete?"

The question caught him off guard and his eyebrows knitted together as he thought.

"Uhhh, it's something you do every year?"

"Yeah, that's about right." Ben replied, while his free hand reached up to scratch at his stubbled cheek. "But more importantly, it's something that is passed down from older people to kids like you, so that you always got a piece of that person with you."

Peter's nose scrunched up at that. He tilted his head up so he could look at Ben's face.

"You're not old though!" He exclaimed. "Old people are wrinkly and got white hair." Peter could feel Ben's sudden laugh rumble under his head.

"You got that right, Buddy."

Peter's thoughts were brought back to the present as he smelled the breakfast burn and his Aunt curse under her breath. He sat up and looked behind the couch, towards the kitchen. May had her back to him, as she ran the faucet and doused the pan and ruined eggs in water. Her shoulders were tight, and Peter could hear her sobbing despite it being muted by the sound of running water. In an instant, he sprung over the back of the couch, and crossed the room to the kitchen. He ignored the feeling of barbed wire scrapping over his arms and torso, and wrapped his arms around her waist and hugged her from behind. His chest pressed to her back and his face pressed into her shoulder blade.

These days, Peter was constantly aware of how much stronger he was than everyone else. He had to always be cautious so as to never hurt someone or give away his secret. When he was a child and had nightmares of his parents death, he could hug May and Ben with all of his strength, hoping that if he held them as tight as possible they would never disappear. Now, he held May with a gentle hug and hoped that she could feel the same urgency in his hug as she could back then. He knew it was a childish. Hugs would not protect May from muggers, just as they had not protected Ben. Nor would they protect her from diseases, freak accidents, or any other horrible thing. But Peter hugged her anyway and felt for a moment that it might be enough to hold them both together.

The loss of a parent was something that Peter had known before. He remembered when his parents had died, he had felt lost. He had missed them, but eventually he had started to forget them. If he was honest with himself, he rarely thought of them anymore. Though he felt a bit guilty about forgetting them, he supposed it couldn't be helped. He had only had a few years with them in the beginning of his life.

Losing Ben hurt so much worse. His absence lingered in their daily lives. Though May had made a valiant effort to make this Christmas day the same as all the others they had celebrated together, it was an impossible endeavor. All day, Peter could hear Ben's voice. He heard it when he was watching the movie, booming laughter ringing silently in his ears. He heard it when he unwrapped his sweater and pulled it on over his head. _"Lookin' good, Pete!",_ his uncle's cheery voice called to him. Even now, as he peered over May's shoulder to look at the soggy, blackened eggs he could hear Ben's joking voice say _"Mmmmm, eggs en flambé! Just the way I like 'em!"._ Suddenly, Peter could hear his Aunt's sobs turn in to wet chuckles. Maybe she could hear him too.

"I really have no business cooking, do I?" she asked while wiping her eyes with one hand.

"There is no right answer to that. I plead the fifth." Peter responded, while a small smile spread across his face.

"All these years, we didn't go hungry because Ben always cooked." May's joking tone suddenly disappeared. "What are we going to do now?" she asked, he voice choking with tears.

The smile fell off of Peter's face, and tears stung at his eyes as well. Guilt twisted like knives in the pit of his stomach, and his itching skin increased tenfold. Ben was dead, but he shouldn't be. Peter could have saved him. He could have stopped that thief before he became a mugger and then a murderer. But he didn't. At the time he was still adjusting to his new powers, and he was trying to reconcile the difference between his two lives. His life before the spider bite and his life after. Peter Parker before the spider bite could not have stopped a convenience store robbery even if he wanted to. Peter Parker after the spider bite could have stopped the robber but he was still too afraid. He just froze and let the man walk past him with a couple hundred bucks from the cash register. Later that night, that man had tried to mug Ben. When Ben had refused to hand over his wallet, he had shot him and taken it anyway. When Peter was returning home, he found Ben surrounded by police tape, cops, and frightened spectators. He was alive, but not for much longer. Peter had frozen, and it cost Ben his life. Peter had frozen and it cost May her husband. He had no idea how he could ever atone for that. Since that day, he had created a persona for himself. Spider-man. He spent his free time swinging around the city, with webs he created, and fighting crime. Every time he saved someone, or prevented an accident, he relished the feeling of relief. He may have saved someone's Ben. He was more than happy to be that protector for other people. But for himself, for May, the damage was done. Things would never be the same.

May took a deep, steadying breath and pulled away from Peter's grasp. Wiping her eyes with the collar of her shirt, she turned to Peter and raised her hands to wipe the tears from his cheeks as well. Peter jerked his head away and took a step back on reflex. He immediately regretted it when he saw the hurt in her eyes, but he also couldn't stand to be touched right now. He didn't deserve her comforting touch. Didn't deserve her worrying glances. He was the reason she was a widow. Ben was gone, and it was his fault. All of the sudden the itching was unbearable. A thousand red hot needles were simultaneously piercing his skin. His hands flew up to scratch at his neck and chest, and Mays eyebrows rose with surprise at his sudden movement. Peter's eyes dropped. He couldn't meet her gaze. Couldn't stand to see her concern and anguish swimming in her misty eyes. The kitchen was too small. Peter found that his breath was coming out in short gasps. His legs started to move without him fully realizing it. Seconds later he found himself at the front door.

"Peter!" May's call was muffled by the door. Without stopping, Peter ran to the end of the hall and down the stairs. They lived on the fifth floor, but Peter was too impatient to wait for the elevator. He had to run. Somewhere. Anywhere. Just for a little while until his head cleared and his goddamn skin stopped hurting so much. He pushed open the lobby door and a gust of frosty wind hit him. He continued to run down the street, weaving through people, without a destination in mind. Adrenaline was pumping through his veins, making his feet run quicker than a normal person's should. A few people turned to stare at him, but Peter whipped past them too quickly for him to pay them much mind. After a while, Peter found that his adrenaline was waning. Exhaustion seeped in to his bones as his pace slowed. He could think a little clearer now, and for the first time he noticed that he was near a park.

He knew this park. When he was little, he, Ben and May would come here to fly kites in the field or eat lunch on the grass. He wandered over to one of the benches near the little concrete tables with built in chess boards. With a sigh, he sat down heavily on the bench, the cold metal chilling his legs and back. This morning, not many people were at the park. A couple of old men sat at one of the chess tables, but they were completely absorbed in their game and paid him no mind. A woman sat at the bench which was opposite to his, but was separated by the distance of the field. She had a couple of shopping bags with her and was checking her watch every few seconds. She was probably waiting for someone. Her husband maybe? A friend? The thought made Peter a little sad, though he couldn't explain why. Leaning forward, he rested his elbows on his knees and held his head in his hands.

What was he doing here? Why did he bolt? Why did he not stop to at least put on his jacket and shoes? Ruefully, he glanced down at his filthy sock clad feet. A sharp gust of wind ripped through his sweater, making his body shiver and his teeth start to chatter. He wrapped his arms around his torso, putting his hands in his armpits, and leaned back on the bench. He heaved a sigh, watched his breath turn in to condensation, and then closed his eyes. He tried to put aside his emotions for a moment and think rationally. He had to go home. It's not like he was going to sit out here all day and freeze to death. But what would he say to May? How could he explain himself? Her hurt expression from that morning appeared before him, and his stomach clenched with guilt. His skin was prickling again. He had to make this right again, but how -?

Tap, tap.

Clink.

Tap, Tap.

Clink.

Tap, tap.

Clink, clink.

Peter's eyes flew open and instantly welled with tears. An iron fist clenched his throat and one of Peter's hands flew to his mouth to suppress the broken sob which tore from this throat. Ben was drumming a little tune on his legs, playing with whatever coins or keys were in his pockets to get different sounds. But no… Peter glanced to the old guys playing chess. One of them was drumming on his legs while he waited for the other guy to make his move. Peter squeezed his eyes shut in an effort to keep the tears at bay. How many times had he heard his uncle drumming on his legs? He could remember all the times Ben would pace near the front door, hands tapping, coins clinking, waiting for May who needed 'just five more minutes' until she was ready. Sometime Peter would recognize the tune from a song, sometimes it would sound like a jumble of noise. He heaved a frustrated sigh through his nose and angrily wiped his eyes. Was this just how life was now? Every little thing reminding him of Ben? Crying at the drop of a hat?

He could hear the sound of feet walking through wet grass, coming closer to his bench. Opening his eyes, he saw the woman from across the field walk towards him. Her strides were hesitant and her expression was concerned but also a little weary. She didn't sit with him, but rather stood about three feet in front of him. The way she approached him, and the way she held herself reminded Peter a bit of how one might approach a feral cat.

"Are you alright?" The woman asked while her eyes wandered over his form. Her question burst Peter's little bubble of solitude. Though he had felt alone, he was suddenly reminded that he was in fact sitting in a public place, open to the world and its scrutiny. Peter was suddenly very conscious of his appearance.

"Uhhh, yeah. I'm fine." He stated. dropping his gaze. He could feel an embarrassed flush heat up his cheeks. In that moment he cursed his stupidity. Why the hell did he bolt? He looked terrible, of course people would stare at him.

"Are you sure you don't need…help?" The implication of her words rattled around in Peter's mind for a moment before he looked up at her, his eyebrows knitted together in confusion.

"Help?"

"Yes, help." She confirmed, her eyes softening a little more. "Are you running away from something dangerous? From someone dangerous? There are places that can help you-"

Oh.

 _Oh!_

"No!" Peter blurted out, and sprung up to his feet, as her words finally made sense. "No, no, no, I don't need anything like that. I got a home. I got a family, and we're just fine!" He knew his anger was misplaced. This lady was just trying to help a lost looking kid, but he couldn't help but feel a little insulted. She didn't know him, or May. They were just fine… they _would_ be fine. Peter would make sure of it. The lady looked a little shocked by his reaction, and took a few steps back from him. Hmmm, maybe he wasn't so different from a feral cat after all. She opened her mouth to respond, but Peter had already turned to walk away.

"Wait!" She called after him, but Peter quickened his steps and left the same way he came. She didn't attempt to follow him.

Dew soaked his socks and frosty wind chilled him, but he relished the feeling. He felt alive. Ben was gone, and he would carry that burden for the rest of his life. But May was alive and safe. Peter would do everything in his power to keep her that way. A purpose filled him, making his chest feel lighter than he had felt in a while. The walk home took much longer than his run to the park, and Peter was terribly aware of all the stares he was getting. After about an hour, he found himself in the warm hallway of his apartment building, staring at his front door. Taking a reassuring breath, he turned the nob and was relieved to find it wasn't locked. He didn't have his keys on him and the idea of knocking on his own front door, like a stranger, left a bad taste in his mouth.

May was waiting for him at the kitchen table. She sat rigidly on one of the chairs, her phone on the table in front of her. Her eyes met his and she sprung out of the chair and crossed the distance to him. Her arms wrapped around him and held his shivering body tightly.

"I'm sorry." Peter murmured in to her shoulder as he held her just as tightly. There was more he had to say. So much more to apologize for, but Peter didn't have the courage to say it. Not now. He felt her run her hand over the back of his head and through his hair.

"It's okay sweetheart." May murmured, though Peter noted that her voice sounded deeply relieved. Did she not think that he would come back? May pulled away from the hug and her eyes ran over his body in assessment. She hesitantly placed a hand on his cheek and felt his skin, which was cold to the touch. "Your freezing," worry crept in to her voice. Her eyes strayed to his ruined socks. "and filthy".

"Yeah…" Peter rubbed the back of his neck sheepishly. He didn't know what else to say. The silence hung between them for a moment. May opened her mouth to say something, before closing it again. She seemed to be gathering her resolve.

"Why did you run from me?" May's voice was hesitant, as though she feared the answer. A terrible weight settled in Peter's stomach, and in that moment, he felt deeply ashamed.

"I wasn't running from you," A lie, he had been running from her. Admitting that, even to just himself made him cringe. "I just… I don't know. I can't explain it. I freaked out, I guess. I'm so sorry, May." May's face softened and she nodded in understanding.

"Peter," She began, but then hesitated, as if she was unsure of how to phrase her question. "You've been acting kinda… strange. And it's been going on for about a month. Like all of this scratching at your skin. I need you to be honest with me." Suddenly her words died in her throat. Peter could see in her face, the moment she lost confidence in whatever she had been about to say. Instead, she rubbed her eyes tiredly and asked, "What's going on with you?".

Peter had been expecting this. Many times over the past month he had found himself giving lame excuses to Ben and May to explain why he was acting so twitchy. His new powers and heightened senses were incredibly difficult to adjust to. More often than not, he found himself in awkward situations because of them. He could tell that neither Ben nor May really believed his excuses, but telling them the truth about what had happened to him never seemed like a real option.

"I just have a rash." Peter stated weakly. Although, now that he thought about it, he realized that his skin felt fine. He wasn't sure when the crawling sensation had stopped, or if it would come back. But for now, he felt… okay. Yeah, he was alright. A smile crept on to his face, which seemed to confuse May a bit. Just like always, May looked unconvinced by his excuse. But she seemed to be too tired from the stress of the day to pursue a real answer.

"Okay," May replied, though she seemed to be mostly talking to herself. She turned on her heel and walked in to the kitchen. Retrieving the garbage can from under the sink, she returned to Peter and placed the can in front of him. "Throw those socks away. Those things aren't salvageable." She ordered while her nose crinkled in disgust. Peter took off his socks, and they saw that his feet were equally as dirty. "Then go wash your feet in the bathtub and clean up these dirty foot prints" May added. Peter looked behind him to find that the floor did in fact have a trail of footprints leading to where he was standing. He flushed and muttered an apology and May smiled a genuine smile at his antics.

Minutes later, Peter was wiping the floor with a rag and a bucket of soapy water. He could hear May in the kitchen using the blender and wanted crack a joke about her lackluster cooking skills. He knew the joke would not be well received after all had put her through today, so he kept his mouth shut and kept cleaning. Moments later, he could hear the bath tub being scrubbed, rinsed, and then filled with water. His curiosity got the better of him, and he halted his cleaning for a moment.

"May, are you taking a bath?"

"No, you are." Her voice called from down the hall. "I'm making an oatmeal bath. It helps sooth irritated skin."

"Oh, okay." Peter was a little confused by the notion of an oatmeal bath. His mind supplied an image of a bathtub filled with oatmeal. He wasn't sure how that was supposed to help clear up rashes. He was a little nervous to see what exactly May was doing.

He finished cleaning the floor, dumped the bucket of dirty water in the kitchen sink, and put away the cleaning supplies. When he turned to walk to the bathroom, he found May standing there holding a fresh towel for him.

"I read online that a couple of oatmeal bathes is great for eczema and rashes, and stuff like that" Her voice sounded uncertain, as though she wasn't entirely sure how this was supposed to help either. A smile spread over Peter's face as he took the towel from her. Even though May had no clear idea of what the problem was, she was here giving any kind of solution she could. Trying her best to help him. In that moment, Peter had never loved her more.

"Thanks, May". He strode past her and entered the bathroom. Huh. Not a bathtub full of oatmeal. Just slimy looking water. Expectations verses reality. To be fair, the slimy water did feel kind of nice on his skin. Maybe there was some legit science behind this hippie home remedy.

' _Slice up a banana in there, it's breakfast for a growing boy'._

Ben's awful dad joke rang in his head. Rather than make him sad, much to Peter's surprise, he found himself laughing. His laugh echoed loudly in the little room.

"What's so funny?" May's voice asked from the kitchen. She sounded surprised but also pleased to hear Peter laughing again.

"Nothing." He replied, resting his head back on the tiled wall. "Nothing at all".


	3. Sound

**AN: I can practically feel all of you staring pointedly at your calendars. It hasn't been a month, that's the main point. There were so many different ideas I wanted to explore, as you can see by how long this beast of a chapter is. I considered breaking up in to two parts but decided against it. I mean, the number of chapters is in the title of the story. Why change that? So it took a long time to write and organize. In the end I revised this 3 times. Also, preparing for the holidays and an inconveniently timed cold pushed this update a little late. Anyways, hope you enjoy!**

 **Sound**

Peter and May walked in silence, side by side, down the street towards the subway station. The mid-October air was in its transition period. Caught between the warmth of summer and the cool chill of fall. The unpredictable temperature fluctuated from day to day. Today, it was a bit more chilly than usual, leaving Peter and May bundled in coats. It was coming up to 5 o'clock in the evening, and so both the sidewalk and the street were full of people traveling home. Peter walked close to May's side, feeling her purse brush against his side with each step, as people rushed past him in a hurry. They turned the corner and Peter squinted as the harsh light of the setting sun hit him in the eyes. He dropped his gaze to avoid it, and instead watched the feet and legs of people walking past him.

A few times, May had tried to start a conversation with him. Their relationship had been a bit strained for the past couple weeks. As a result of this, she would ask general questions about some safe topics, like movies or how Ned was doing. His replies were short and curt, not because he was angry but because he couldn't concentrate on what she was saying. All around him, strangers were having conversations of their own. Peter's sharp hearing latched on to snippets of all these conversations, making it impossible to focus on May.

"…So, I took Elsa in the bathtub, but then her eyelashes started to fall out."

"I don't think you're supposed to get your doll wet, dear."

"Sorry babe, I gotta cancel our movie night. Callaghan wants me to cover his Saturday shift. Well, I couldn't just say no! Cuz he did me a solid last month, so now I owe him."

"… you got the money?"

"Yeah, man. Why did ya hike up the price? This shit's expensive."

"Quality, man. This is the purest shit you'll find. It's got a helluva kick and the high is crazy."

This one caught Peter's attention. His head snapped up and turned towards where he had heard the noise. Two guys stood close together in an ally, partially hidden by a dumpster. Peter saw one of the guys hand the other a wad of money. At the same time the other guy slipped a plastic flap with something white in it into his hand.

' _Don't do anything._ _It's not your business,'_ Peter told himself. He gritted his teeth and fought the urge to step in. It was a victimless crime, he told himself. The only person that man was hurting was himself. Even in the privacy of his own thoughts, his reasoning rung hallow. There were plenty of people who could be affected by this. He might have children or a spouse who are affected by his addiction. Peter pushed those thoughts away, and tried to bury the guilt growing in his chest. He forced himself to look away from the dealer and addict and instead turned to look at May. She, with her unenhanced hearing, remained blissfully unaware of the drug deal happening in the ally to their left. She was detailing to him the trailer of a movie that she thought he would like. Peter tried his best to look interested in what she had to say, but couldn't quite manage it. His thoughts strayed back to the crime he should be stopping.

There was nothing that he could do about it. He was Peter Parker, not Spider-Man.

He would never be Spider-Man again.

He constantly had to remind himself of that fact every time his heightened senses alerted him to crime in the area. He didn't have Karen anymore to alert him about crime in the city, but his senses alerted him of crime in the immediate area. He wasn't Spider-Man anymore. There was nothing he could do. He repeated this to himself like a mantra all the while keeping count of all the crimes he passed by. All the accidents he didn't prevent.

Nineteen days ago, May had seen him in his Spider suit. Just as Peter had predicted to Ned, she had freaked out. The fight that had ensued had been the worst he had ever had with her. Well, maybe not a fight exactly. A fight would imply that they were angry with one another. She was just scared for him, and he just wanted to protect everyone.

He had tried to reassure her that he was durable, for lack of a better term. He was stronger than most. He showed her videos of Spider-Man saving people, stopping speeding cars with his bare hands, pulling people out of burning buildings. He thought that if she could see how strong he was, she would realize that he could take care of himself. This strategy backfired though. Seeing her nephew in life threatening situations just caused May to become more upset.

She sat on the couch, teary eyed and teeth clenched in anger. Her eyes were shifting slightly from side to side, as they always did when her brain was trying to figure something out. Peter stood beside her, too anxious to sit. Finally, May's eyes lit up in realization, and she pointed an accusatory finger at Peter's chest. Peter felt his heart sink. The colour drained out of his face. This was it. The moment he had been dreading since he woke up that morning, nearly a year ago, physically changed. He was sure she was going to order him to leave. After all of the worry he had caused her, he would go without complaint. He deserved it. Ben was gone because of him-

"Tony Stark made you that suit, didn't he?!" May shouted interrupting Peter's train of thought. His heart lightened a little to know that she wasn't pointing at him, but rather at the suit that he was still wearing.

"Y-yeah," Peter stuttered.

"Oh, god," May pressed the heels of her palms in to her eyes and leaned back into the couch. "It all makes sense now," she murmured to herself. Slowly, she lowered her hands and met his gaze with her own.

"There was no internship, was there?"

"Well, this kinda is the internship." Peter instantly regretted saying that as May's eyes widened in disbelief.

"This is not an internship, Peter! This is exploitation!" She exclaimed. "Stark is recruiting kids to do his fighting for him? That's disgusting." Her hands balled into fists.

"No, no, no." Peter insisted while taking the seat next to May. "I've been Spider-Man for a long time. Way before Mr. Stark noticed me!" He reached out and placed his hand on her forearm. She glanced down at his gloved hand.

"Take that thing off." She ordered, a hint of steel in her voice. That tone was not one that Peter dared to disobey. He stood and tapped the spider on his chest. The suit released and dropped to the floor, leaving Peter standing there in his underwear. May's eyebrows rose a little before recognition appeared in her eyes. Peter knew that she was probably remembering that night when he had been standing like this, except with Ned at his side and a broken Lego death star on the floor.

He left for a moment to go put on a change of clothes. He returned moments later to see that May was pacing in the living room. Her face held a determined expression as she stopped pacing and turned to look at him.

"I want to talk to him." May's voice was grave and held a note of finality. Peter felt dread creeping in to his stomach.

"Who?" He asked and cringed a little internally. It was a stupid question. There was only one 'he' that May would want to talk to right now.

"Tony Stark," May replied. "Get him on the phone."

"I don't have Mr. Stark's number." Peter stated weakly while May's eyebrows furrowed in confusion.

"Then how do you get in contact with him?"

"He has a guy. He's like the middle man."

"Fine," May stated while crossing her arms over her chest. "Then I want to talk to him."

"Why?" The knot of dread was growing heavier by the second. Peter knew that at any moment it would choke him.

"He's going to come here and take this suit. You're done with fighting crime."

"No, May! Please! You can't do this!" Peter pleaded, but he could already see that his words were useless. May's eyes flashed with rage and Peter found himself recoiling from her look.

"Peter, you're a kid! You're supposed to be concerned with homework and dating and other teenager bullshit! Not stopping armed bank robberies!"

"People need me, May! It's not even about the suit! I could just wear my sweatpants and a mask and help people in that!" May's face paled and her expression fell.

"I need you too," She said in a small voice. She closed the distance between them and placed her hands on his upper arms, just below his shoulders. She squeezed slightly and looked him in the eye. "It's just you and me. You're my family. You're all I got. What you're doing is dangerous, and what if…" her question trailed off as her voice became choked with tears. She cleared her throat and blinked back the tears in her eyes.

"For my sake, Peter. Please don't do this anymore."

For my sake. Something about May's request resonated with Peter, and for a moment he was stunned in to silence. Never in his life had he heard May ask for something for her own sake. Sometimes when she was very frustrated or angry, she would say 'for God's sake!'. But this… this was different. May didn't deserve all that Peter had put her through. She didn't deserve to constantly be worrying about him.

Guilt stabbed in his chest, but his mind was made up. The people needed him, but he couldn't make May suffer for it. It wasn't fair to her. Peter bowed his head in defeat. Reaching in to his pocket, he pulled out his phone and brought up Happy in his list of contacts. He handed the phone to May, who took a moment to compose herself before hitting the call button.

Happy actually answered the phone, which flattered Peter but also made him kind of sad. He had finally proven himself to Mr. Stark and gained Happy's respect, and now it was all for nothing. In a stilted voice, May asked for Happy to come to their apartment to collect the suit. She asked that nobody from Stark Industries, including Tony Stark himself, contact them after that day.

Peter folded up the suit neatly and placed it in the brown paper bag. The writing on the front 'This belongs to you – T. S.' stared up at him. He felt a sting in his eyes which he tried to blink away. He had been so close. So close.

A couple of hours later, Happy knocked on their door. May had answered and spoke to him just long enough to verify that he did work for Tony Stark. It was odd to see Happy, in his black suit and tie, standing in their doorway. It was like an ugly clashing of two worlds. Two puzzle pieces that didn't fit together no matter how much you forced them. May handed him the bag, thanked him for coming by, and closed the door in his face. And that had been that. Spider-Man was gone.

The rest of the afternoon had been unbearably awkward. Shortly after Happy had left, Peter found himself pulling on his coat and leaving for a walk. May had initially been suspicious, but he assured her that he just needed some air. He wandered around Queens, with no particular destination in mind. He supposed that, in a way, he was saying 'good-bye' to the city. Not that he was going anywhere. He still lived there after all. But it wouldn't be the same. He wasn't the city's protector anymore. He stayed out for a few more hours until the sun started to set. Grabbing a sandwich from a local Deli, he made his way home.

Peter stood in front of his front door, keys in the lock and hand on the door knob, when he heard May's angry voice from inside the apartment.

"I don't care how many safety protocols you installed in that suit! Things go wrong, machinery malfunctions all the time. You can't ensure Peter's safety 100% of the time."

"Well, passing over that insult to my tech, I can tell you that, from what I've seen, Peter is more than capable." Mr. Stark's voice was softer and quieter than May's. It sounded a bit grainy, and Peter realized that May was on the phone with him.

But, wait… May didn't have Mr. Stark's number. Did he call May? Did he really call her just to support Peter's case? Peter felt his cheeks flush as his chest swelled up with pride. After all, until very recently the man had been avoiding him at all costs. Only stepping in when Peter found himself in dire straits.

"You don't get it, Stark! That isn't your decision to make!" May's angry reply burst Peter's momentary bubble. Peter realized that Mr. Stark's attempts would be in vain. There was no way that May would ever allow Peter to be a super hero. "Peter is _my_ boy! Not yours! You got no say in any of this!".

Peter felt his eyebrows knit together as he mulled over May's words. My boy. Of course he was her boy. He was Ben and May's boy. Now he was just May's boy. But… that was obvious. Why did she feel the need to say it?

"Mrs. Parker-"

"No, I don't want to hear it. Don't ever contact Peter again. If I find out you're still talking to him, I'll file for a restraining order. That's a promise." Peter felt his cheeks flush again, but this time with embarrassment. He supposed that May must have also hung up the phone on Mr. Stark because there was no reply. For a few moments he just stood, frozen to the spot. He was absolutely mortified that May had dared to speak to Mr. Stark like that, and then hung up on him to boot. One does not simply hang up on the richest, coolest, and most powerful man in the world. In that moment, he was almost glad that May had forbidden Mr. Stark from seeing him again. He didn't know how he could ever face him again after this. As quietly as possible, he slipped his keys out of the lock and tip toed his way down the hall. He needed a few more minutes before he could talk to May again.

Peter was jarred from his reminiscing as the sound of obnoxious drunken laughter assaulted his ears. He glanced up and saw a couple of construction workers drinking beer and making crass jokes. They sat on the far end of the subway car, but their laughter echoed loudly in the confined space. The subway car swayed a little as it changed tracks and pulled in to the station. Peter's body swayed with the motion of the train, his shoulder pressing in to May's. She had long since abandoned her attempts to engage him in conversation. Instead, she sat with her purse on her lap, picking at the frayed edges of the strap. They sat together in comfortable silence. Well, it was comfortable silence for Peter. He hoped that May didn't feel like he was ignoring her. Maybe she thought that he was anxious because they were going to his school for parent-teacher conferences. Well, he supposed he was a bit worried. His grades weren't as great this term as they were in previous terms. But it wasn't like he was failing or anything. He would be fine. He had nothing to worry about. The train car was so loud and he was in no mood for small talk.

Peter took the earbuds that were always dangling from his collar and put them in his ears. Normally, he wouldn't do this because he didn't want to be rude to May. But he desperately wanted to drown out the ambient noise of the city. He turned on his music and skipped over a few songs until he found one that he was in the mood for. A small smile spread over his face as Rush 2112 filled his ears.

 _Neil Peart is the Man. There is no better drummer than him._

Ben use to tell him that whenever Rush came on the radio. Sometimes Peter would help out in Ben's garage. In the beginning, when Peter had been around 12 years old, he hadn't really been that useful. He would hand him tools when he called for them, but mostly he watched and learned about the inner workings of an engine. When he got a little older, Ben taught him some basic things, like how to change a tire. Then Rush would come on and Ben would nod his head along with the beat, or tap his fingers. On one of those days, when Peter was helping, Ben told him about how he use to be a drummer in a band back in his high school days.

"No way! That's awesome!" Peter exclaimed while handing him a socket wrench. "Why did you quit playing?"

"I didn't quit. The band just fell apart." Ben replied, his voice a little muffled as it was buried in the motor of a Chevy. "Truth be told, we weren't very good. Having passion for something isn't always enough. You need talent, too." He straightened up and handed the wrench back to Peter. "That was one of the most important lessons that my dad taught Richard and me. To have a backdoor in case the career you're passionate about falls out". He gestured to the building they were standing in. Ben's garage. Peter took a moment to contemplate his words.

"Is that why you're teaching me this stuff about cars? So that I have a safe career?"

Ben blinked in surprise and then a small smirk tugged at his lips.

"Hmmm, I can see why you would think that. But, no. This is just stuff that everyone should know." Ben wandered over a couple paces to his work bench and picked up a rag to wipe off his hands with. "I didn't tell you that story as a cautionary tale. What my dad taught me and Richard doesn't really apply to you".

"Why not?" Peter asked, his cocked to the side. Ben took a moment before he answered. Peter could see that he was really measuring his words. Peter felt himself leaning forward in anticipation.

"You're smart which gives you an edge that a lot of people don't have. Richard was smart, too. But he wasn't like you." Ben tossed the rag back on to the bench and turned to face Peter. "It's something else. Something in you. You can do anything, and you'll be great at whatever you choose to do."

Peter's eyes widened in surprise and on reflex he started to search Ben's expression for any hint of sarcasm or teasing. He found none. Ben's earnest expression and the gravity of his words caused him to blush and stutter out denials. Ben just laughed and shook his head a little.

"You just wait and see, Pete."

May's hand grabbed his upper arm and shook him a little. Instinctively, he looked up at her face. Her lips were moving but the music was drowning her out. He pulled his earbuds out of his ears and the cacophony of the subway came rushing back.

"Sorry, what?"

May closed her eyes for a second in annoyance. The action caused Peter to feel a twinge of guilt. He should have tried to endure the noises of the train rather than listen to his music and ignore May.

"I asked if our stop is coming up soon. Jeez, Peter. You're the one who rides the subway to school every day, not me. Pay attention."

Peter mumbled an apology and glanced up at one of the maps above the doors.

"It's the next stop."

Together, he and May got off at the stop and walked the couple of blocks between the station and the school. The sun had set and a chill bit at Peter's nose. They passed the school parking lot, which was full of the glossy high-end cars of all the parents of the richer kids. Already, Peter could hear the muted din of people talking. The school sounded different now, full of parents, then it did during the day. The chatter was much calmer than the squeaky pitched, crackly voiced, shouting that Peter had become used to. Peter fought to keep the grimace off his face. This school really was terrible for his enhanced hearing.

The instances where his heightened hearing would cause him physical pain were, mercifully, few. He recalled an instance, a few months after the spider bite, when the fire alarm had gone off. That had not been fun. The sudden blaring alarm hit him hard and he felt his head swimming as if he had been punched. His hands had flown up to cover his ears, and for a few confusing moments he sat there motionless while the class filed out of the room. A hand landed heavily on his shoulder and shook him a little. Ned's confused face came in to focus, as he guided Peter from his seat, past the teacher who was waiting for them at the door, and out to the field to rejoin their class. For the rest of the day, his ears rang, and his head throbbed. For the rest of the week, Flash had added the moniker "Pansy Parker" in to his repertoire and mimed his exaggerated reaction to the alarm whenever they were near each other. This usually earned him some laughs from the other students. He switched back to his usual taunts once the joke grew old and he lost his audience.

He and May entered the building and found themselves surrounded by men and women in suits and fancy clothes. Peter often felt out of place going to Midtown. He was acutely aware how much May and Ben spent just to keep him enrolled in the school. In his peripheral vision he saw May square her shoulders and lift her chin a little higher. Apparently, she felt out of place too.

In past years, May never bothered to come to parent-teacher conferences. His grades were always good and he kept out of trouble, so she never felt the need to check in on him. Things were different now of course. Now that she was aware of how much he had kept secret from her, she seemed to want to have a firm grasp on all of his free time. She had given him a lot of freedom before, but he had broken her trust. The thought that May might never fully trust him again made his throat tighten in to knots. He pushed the thought aside and lead May to his closest classroom.

The meetings with the teachers were short. They all had more or less the same things to say.

"Peter is a good student, Mrs. Parker. But lately I've noticed that he's distracted."

"Peter's grades have started to slip a little this year. He is still scoring quite high, but I can tell that he's not putting in his best effort."

"Peter has been showing up late to class, more often than not. It is disruptive for the class, so if he could work on being on time, that would be great."

Peter could feel himself withering in his seat with each passing criticism. Teacher after teacher all telling May more or less the same thing. Peter needs to get his act together.

Peter had been Spider-Man since December. Between December and June he had managed to keep his grades up and, for the most part, not let his secret life affect his personal and student life. All of that had changed when Tony Stark, the legend and his hero, came by his apartment to ask him to fight for his team in Germany. To be hand picked by Mr. Stark himself, and to fight along side and against the heroes of his childhood, had made him feel important. He had become convinced that he had a higher calling above of being a high school student and a kid. He was on his way to becoming a hero, but all of that had been ripped away. It was very humbling to remember that he wasn't important. He was just a high school student and a kid, who let his ego grow to big.

 _It's something else. Something in you. You can do anything, and you'll be great at whatever you choose to do._

Peter's throat grew tight and his eyes burned with shame. Quickly, he turned away from May and Senor Renwick, his Spanish teacher, in order to hide his expression. He wandered over to the windows and pretended to be looking out at the parking lot. He could see their reflections in the window. They sent him a vaguely concerned look before continuing their conversation. That was to be expected at a parent-teacher conference. He was the subject of discussion, but they weren't speaking to him.

After an hour, Peter and May had met with all of his academic teachers. May's expression was stormy as she and Peter walked the halls in silence. The tension between them crackled like a lightening storm. Peter felt very small next to May's simmering ire. He turned left down the hallway, which would lead them to the front doors, but stopped in his tracks when he noticed that May wasn't following him.

"Where are you going?" May called after him. Peter turned to look at her, genuinely confused.

"The front doors. We're done, right?" Peter went over a mental check list of all the teachers she would want to see. Yep, they saw them all.

"The theater and music room are that way." May pointed down the opposite end of the hallway. "I want to see Mrs. Sorensen".

Peter felt his heart sink. He hadn't thought that May would want to meet with _all_ of his teachers. Just the core academic ones. He quit marching band at the beginning of the term. He didn't tell May about it. One more secret that was here to blow up in his face. For a moment, he considered trying to persuade May to not go to the music room. But, no, he couldn't do that. He had already lied to her so many times. It was time for the truth. All of it.

"I quit marching band at the beginning of the year." Peter could feel his body tense up as he confessed this. "Robotics club too." He added. He could see May clench her jaw. She drew a long breath through her nose and released it out of her mouth.

"Well, you were very busy back then." She stated in tight voice, her eyes darted around briefly to the other parents passing by them. "It's too late to rejoin those clubs, right?"

"Yeah." Peter's voice was very small. May took another moment to process her thoughts.

"Okay, let's go."

She strode with long determined strides to the doors, as anxious to get away from this situation as he was. Peter quickened his steps to keep pace with her. The cool night air washed over him. It felt refreshing after being trapped in the stuffy school, even if it had only been about an hour. The cool air seemed to help May clear her head a little. She stopped before they reached the street, taking advantage of the relatively empty school grounds to talk to him.

"Why didn't you tell me that you dropped most of you extracurriculars?" Before he had a chance to answer she pressed on. "Those clubs are important. They are often the difference between getting in to a good college and not. Ben and I worked so hard to give this opportunity to you!" Her voice near the end rose to almost a shouting volume. She quickly cut herself off and glanced around to see if anyone had noticed them. A man and his son spared them a brief look before climbing in to their BMW. When she heard the car doors shut she continued. "Dammit, Peter. This is your future! Why don't you care?"

"I know, I know!" Peter rushed out, he could feel his bottom lip trembling. "I messed up. I'm sorry, May."

All of the fight seemed to drain out of May's expression and stance. She suddenly looked exhausted. Her eyes were heavy and sad. She wrapped her arms around Peter and held his trembling body. After a few moments they both calmed down. May pulled away and held Peter at arm's length.

"Well, it's done now." She said with a sigh. "C'mon, let's go home. I'll order some take-out".

Once again, Peter found himself walking with May in silence, side by side, towards the subway station. The silence between them felt hollow, now that May had spent all of her energy. That was the one good thing about being in a fight with May. She didn't draw it out. She said what she wanted to say, and Peter knew she wouldn't bring it up again. They retraced their steps from earlier that evening and before long, they found themselves standing on the crowded platform.

The fight was over, Peter knew this, but he still felt immensely uncomfortable standing next to May. She was blatantly ignoring him and her body language was closed off. One of her hands was tucked into her coat pocket and the other was wrapped around her purse strap. The world was all at once, terribly loud and chillingly silent. A thousand conversations raged around him, vying for his attention. But May's silence was the only thing that he could focus on. It was enough to drive him crazy. Instead he looked around the crowd, trying to spot a distraction of any kind.

MJ stood a couple of feet away, next to a short and stalky man who Peter assumed was her father. They looked about as comfortable around each other as he and May were. Peter squashed the voice in his head that told him that this was a bad idea, and started to walk over to where they stood. MJ was the first to notice him, when he was about two feet away. She didn't look particularly happy to see him. But then again, when did she ever?

"Hey, MJ".

"Hey, Peter". His name sounded almost foreign coming out of her mouth. He had half expected her to call him 'loser', but of course she wouldn't do that in front of her dad. A brief silence followed her words, and Peter waited for MJ to introduce the man next to her. Or for him to introduce himself. Neither one of them did. Another awkward moment passed and Peter ignored the voice in his head telling him to leave. On the whole, he preferred awkward conversation with MJ over awkward silence with a disappointed May.

"You must be MJ's dad." Peter addressed the man. He gave him a suspicious glance and then a subtle once over look.

"No, I'm not. I'm Michelle's dad". His voice was deep and had the same flat emotionless quality that MJ's had when she was unimpressed by him. The correction had Peter flustered.

"R-right, of course." He stuttered. "I'm Peter." He cringed internally. Why did he say that? MJ had already said his name. MJ's dad was giving him a bored look and Peter found himself scrambling for something to say. "I'm on the academic decathlon team with Michelle. You must be proud of her for being team captain now."

MJ's reaction was subtle, but Peter still caught it. Her eyes hardened and her jaw tightened almost imperceptibly. He felt a wisp of worry twist in his stomach.

"Yeah, sure." MJ's dad continued in the same bored tone. "Being second choice is a great honour. I'm bursting with pride". Peter felt his eyes widen with surprise. He realized that while MJ and her dad shared a similar flat and sarcastic tone of voice, that was where the similarity ended. Peter had never heard MJ say something that cruel. His eyes darted to MJ's face and saw that there was a fire in her eyes. She grabbed his sleeve and tugged him along a couple paces so that they were out of her dad's earshot.

"You need to learn how to read a room, loser."

Peter normally would quip back that they were in a subway station, not a room. But these were not normal circumstances.

"How could he say-"

"Look," MJ cut off the beginning of his rant. "My dad's a prick and nothing makes him happy. That's just how he is. Nothing I say or do will make a difference, and nothing _you_ say or do will make a difference either." Peter briefly mused when exactly it was that MJ and him had become friends. When did she learn how to read him so easily. Her fingers were still twisted in to his sleeve, keeping him where he stood. Her eyes, still hard but a little softer than they were moments ago, were searching his expression. Peter wasn't sure what she was searching for, but eventually she released his sleeve and gave a small sigh.

"What did you come over here for?" She asked.

"Oh," Peter searched for a plausible excuse, but then remembered that he was talking to MJ. She could always see through his lies. She didn't always demand to know the truth, but at the very least she was unconvinced by his stories. Plus, he was tired of lying… to everyone. "Me and my aunt were fighting… kinda". He realized how stupid that sounded as the words were leaving his mouth. MJ's bored expression remained unchanged and Peter felt awkward. "Sorry, I'll go".

He turned to leave when MJ's response froze him in place.

"Is she pissed 'cause you've been so flighty lately?"

"Something like that." Peter felt his cheeks heat up a little. He knew that they were both thinking about his spotty academic decathlon attendance and him ditching their competition. God, he had really dropped the ball. Everyone was getting screwed over because he couldn't keep Spider-Man and Peter Parker in balance.

MJ leveled him with another one of her trademarked unimpressed looks. Like he was missing something very obvious.

"Well, you're smart. You'll figure out a solution sooner or later." She turned on her heel and moved to rejoin her dad. "Hopefully, sooner rather than later". She grumbled in an exasperated voice under her breath. A smile tugged at the corner of Peter's mouth.

In the absence of a direct conversation, Peter's hearing was swamped by noises and chatter. He could hear the train nearing the station, though it was still far away enough to be unnoticeable to others.

"Let go of me!"

May's shout cut through the din of chatter. Peter felt his head whip around to where he had left her. His eyes landed on her just in time to see a man struggling with her. May was holding on to the long shoulder strap of her purse with both hands while the man pulled with one hand. In his other hand, he pulled out a knife and swiftly cut the strap with it. May lunged for her purse, but the man pushed her back with one hand while he turned and ran away. The push caused May to lose balance, her arms pinwheeling, trying to regain her balance, but no avail. With a short and startled cry, May fell onto the subway track.

Peter felt his heart stop.

May was on the tracks.

Peter didn't freeze.

His legs sprinted, and he pushed people out of the way. Some grumbled as he weaved and pushed. It all happened so quickly that they had not yet realized that someone had fallen on to the tracks. Peter leaped over the edge of the tracks and landed near May. She was staring at him in shock. One hand holding her ribs while she gasped for air. Peter could feel the vibrations below his feet and hear the sound of the train rapidly approaching. Without hesitating, he slipped his arms under May's knees and back and lifted her bridal style. He threw her body up and over the edge to the platform. The thundering sound of metal on metal, wheels turning and screeching was almost upon him. Without stopping to think, he slipped his body down so that he was lying in the gap between the two train tracks.

A pinch of pain all over his body.

His vision went black.

He regained consciousness slowly. The first thing he was aware of was the high-pitched ringing in his ears. The second was that his body felt heavy, like it was made of lead instead of flesh and bone. He pried his eyes open and his vision swam. It was dark and it was difficult for Peter to discern what he was seeing. Blinking a few times, he thought he could see metal tubes, paneling, wheels. What?

His thoughts were coming slowly, and he knew that he should be worried about…something. What was it? He gave up on trying to remember as a heavy blanket was pressing down on his mind, smothering him back in to unconsciousness.

He opened his eyes. He could see the concrete ceiling of… something. Some place. Square, bright lights stung at his eyes.

He closed his eyes.

He opened his eyes when he felt hands holding him. Lifting him. Feeling his neck. They were… hospital guys. EMTs, his mind supplied the word a second later. They were speaking, but Peter couldn't hear what they were saying. It sounded like they were talking in another room while Peter wore earmuffs and ear plugs.

He closed his eyes.

He opened his eyes. He was lying on something soft. He swayed slightly. He was in something that was moving. May's teary and blood shot eyes were the first thing he saw. She was speaking quickly but Peter couldn't understand.

Why was she crying?

' _cause she fell on the tracks and you almost got squished by a train, loser._

Much later, Peter would laugh at how MJ manage to creep in to his thoughts just to explain something stupid and obvious to him. But for now, all he could do was panic.

EMTs means ambulance. Ambulance means hospitals. Hospitals means doctors. Doctors who would find out spider problems.

His breath came out in short gasps. May held one of his hands in both of hers. Her face was pale and she spoke more garbled, incomprehensible words. His body felt hot. He was thirsty. Thirstier than he had ever been in his life. Sweat trickled from his temples down to his ears. But then he remembered.

Mr. Stark.

He needed Mr. Stark. He would fix this. He needed him.

He needed Happy.

"May, call Happy! I need him! I need Mr. Stark!" He shouted this but he wasn't sure if May understood. He couldn't hear his own words, and her faced was pinched with confusion. Maybe he sounded just as garbled to them as they did to him.

"Happy! I need Happy!"

He pulled his phone out of his pocket, and was horrified to find that it was broken. His phone was broken. He couldn't call Mr. Stark. His panic started to recede as a deep and hopeless dread filled his chest. Idly, he wondered if this is how cows felt in the transition between farm and slaughter house. His eyes felt heavy again.

He closed his eyes.

He opened his eyes. Something rested over his mouth and nose. The room was white. Too white. It stung his eyes. Scratchy blankets covered him. A hospital room. This was it. Nothing he could do.

He closed his eyes.

He opened his eyes. An Asian woman with long black hair tied back and wearing a white coat was prodding with her fingers at his throat. The room was too bright. He squinted and then clenched his eyes shut.

"I'm sorry," a woman's voice said. It was quiet, but he could hear it. He could understand it. A rush of relief filled him. "I dimmed the lights a bit. Could you open your eyes for me?"

Peter opened his eyes and was surprised to find that the action didn't cause him any discomfort. The room was empty except for the woman, and Peter found his heart racing with sudden terror.

"Where's May?"

"She's fine. I need you to calm down." The woman's voice was gentle and soothing but also professional. Peter realized that she was a doctor. He was receiving the bed side treatment. The notion didn't sit well with him.

"Is she okay?" His panicked voice broke at the end. Peter wished he didn't sound so weak. He didn't know this woman. He didn't know her intentions towards him. He wished he could sound tough and in control, but he was so frightened.

"She sustained a minor concussion and a shallow cut. She is recovering quite well, though." She added when Peter sent her a horrified look. "I believe she is currently downstairs getting a cup of coffee."

"Yep, I sent her down." Mr. Stark's voice came from the far side of the room. He strode in through the door, confident and cocky as always. Peter could feel all the tension leave his body. Everything was okay. In one fluid movement, Mr. Stark dragged a chair over to his bed side and sat down. "I had to give that woman something to do, for the sake of my medical staff. She was driving all of them crazy. Isn't that right, Helen?"

"Her worry was very understandable." The doctor stated simply.

"Sure was…" Mr. Stark stated with a sigh. He rubbed a hand across his beard and then indicated to the doctor. "Kid, this is Dr. Cho. She's our doctor here at the Avengers facility."

Oh. Peter knew that he should have realized where he was sooner, when Mr. Stark had entered the room. His thoughts were foggy though. These thoughts were eclipsed by the rush of giddy childish glee that came with knowing that he was at the Avengers compound. Sure, he had been there before, but he hadn't had a chance to explore it. Ideally, he didn't want to start at the Medical Bay. He didn't think he would ever come back here when he gave up being Spider-Man. The thought sobered him.

"Your vitals are doing well. How is your hearing doing?" Dr. Cho looked up from her tablet to address him.

"Uhhhh, it's quieter than usual. Like not just talking. I couldn't hear Mr. Stark when he got here. Usually I can hear footsteps and stuff." Peter's words felt a little heavy on his tongue. Dr. Cho made a note on her tablet.

"I'll come by to check on you in a couple hours. For now, just rest." She walked around his bed and out the door. The room was silent in her wake for a few seconds.

"Did you know that I have exponentially more grey hairs now than I did a month ago?" Mr. Stark's voice was light and joking, but Peter could also hear a bit of strain beneath it. He glanced up to his dark brown hair.

"Really? It doesn't show."

"Damn it, kid." Mr. Stark pinched the bridge of his nose between his thumb and forefinger. "You can't keep doing this. I'm not ready to be a silver fox."

"I couldn't do nothing. May would've died." A tremble wracked Peter's whole frame. It had all happened so quickly, he hadn't really had time to think about what could have happened. How close he came to being completely alone. He pushed the thought aside. It was too much. He would think about it later.

"What happened?" His voice quavered. Maybe he wasn't as good at compartmentalizing as he wanted to be. Mr. Stark's eyebrows rose in barely concealed panic.

"You don't remember?"

"No, I remember what happened." Relief smoothed the wrinkles in Mr. Stark's forehead. "What I mean is what happened to me?"

"The spiderling got hit by a bug zapper." Mr. Stark was voice was light and humorous. It didn't fool Peter one bit.

"I'm being serious, Mr. Stark"

"So am I." Mr. Stark said with a tired sigh. He slumped back in his chair and regarded him with weary eyes. Peter noticed that there were dark circles under them. "When you were lying next to the track, you touched the third rail and electrocuted yourself. The sounds of the passing train also perforated your ear drums. All in all, you're lucky to be alive. 625 volts is enough to kill most people. That spider must have been the Chuck Norris of spiders."

Mr. Stark was rambling now. Peter tried to focus on the important bits of what he said. It took him a few moments to process all of that. He knew that it shouldn't be taking that long. He was smart and this situation wasn't complex.

"Why can't I think straight?"

"Oh, that's 'cause Helen has you hooked up to the good stuff." He pointed casually up to Peter's right. He saw that there was an IV drip hooked up to a couple of different bags. "It's the same stuff we use to knock out Cap. Your spidey metabolism burns through the normal stuff too quick".

The normal stuff. The normal stuff that they use at hospitals. Peter's mind chugged along steadily, connecting point A to point B. Finally, it clicked. That's, right. He had been in a hospital. Doctors had examined him. Panic coursed through him.

"Mr. Stark!" he exclaimed suddenly, making the man jump in surprise.

"What? Jeez, Peter. My old ticker can't handle jump scares like it use to-"

"The doctors and the EMTs, they saw me. They gotta know by now!" Mr. Stark's brow wrinkled in confusion.

"Know what?" He asked, his voice gentle and placating. Peter got the sense that he was being handled with kid gloves, which was insulting considering that it was Mr. Stark. The man wasn't known for being gentle.

"That I'm a weirdo with spider DNA." He stated in exasperation. He reached up a hand to run it nervously through his hair. "Oh, no, Mr. Stark. This is bad-"

"Don't worry about it." Mr. Stark's voice was firm. With one hand he reached over to grab Peter's hand from his hair and placed it back on the bed. "And don't do that. You'll mess up your IV if you jostle it too much". Peter glanced down to see that an IV needle was sticking out of that arm. He made a mental note to be more careful with it. Despite the sureness in Mr. Stark's voice, he needed to know. He needed to explain the danger he could be in.

"But, Mr. Stark, they saw-"

"I said don't worry, kid." Mr. Stark's voice left no room for argument. Peter found his protest dying in his throat. "Pepper has got my legal team hard at work, drawing up nondisclosure agreements. And nondisclosure agreements for those nondisclosure agreements." He stated with a small measure of humour in his voice. He must have seen something in Peter's expression. Some doubt or uncertainty. His face became serious, but his eyes remained soft. He reached a hand over and clasped his shoulder. "You're safe. I won't let anything happen to you."

Peter believed him. Just like that, he felt all of his worry drift away. His body relaxed and sank a bit further in to his bedding. Mr. Stark gave him an assuring smile and he felt the hand on his shoulder give a brief squeeze before pulling away. Mr. Stark leaned back into his chair and regarded him with a calculating gaze. Peter could practically see the cogs turning in his head. His stare made Peter squirm a little in discomfort. He wanted to say something to break the silence, but decided against it. It looked like Mr. Stark was working himself up to say something.

"I'm sorry for all the crap I've put you through. You didn't deserve this."

Peter blinked in surprise. He felt lost. Where was this coming from?

"It's not your fault that May was mugged or that I got electrocuted." Mr. Stark flinched a little at the reminder. "No one could have stopped that from happening."

"You're right. Nothing could have prevented this. But that's not what I was apologizing for." Mr. Stark ran a tired hand across his eyes before meeting his gaze. "I went about this whole mentoring business all wrong. I botched it from the start." Peter opened his mouth on reflex to deny his claims, but Mr. Stark held up a hand to indicate that he wasn't done talking. "Ahh, ahh, let me finish. It was wrong of me to keep this secret from your aunt. If I was honest, you wouldn't have had to deal with all this stress."

"I told you not to tell Aunt May. That's on me." Peter insisted. Mr. Stark bit out a short laugh and raised one of his eyebrows.

"I'm a grown man, Pete. I don't take orders from angsty teenagers." Peter felt a slight flush creep up his cheeks. He wasn't angsty. "I should have told her about all of this from the start." Mr. Stark finished with a little nod of his head. "I could've saved myself an angry phone call at least." He grumbled to himself.

Phone call?

That's right. May called Mr. Stark. Wait, no. Mr. Stark called May. Yeah, that was it. There was something else. Something important.

The restraining order.

Peter felt like he had been doused by cold water. He sat up straight, his face contorted by panic. He looked at Mr. Stark with wide eyes.

"Mr. Stark!"

For the second time, Mr. Stark jumped a little in his seat.

"What?" He looked a little more annoyed this time. "Jesus, Peter, chill out-"

"Don't worry she won't do anything." Peter said quickly, his words almost tripping over each other. "I don't think she will anyway. I mean, _she_ called _you_. Not the other way around, so we should be good." Mr. Stark's face pinched with confusion was growing more and more concerned as Peter rambled.

"The hell you talking about, kid?"

"May. The restraining order." Peter stated, getting them both on the same page. Mr. Stark's eyes lit up in recognition and the worried creases on his face smoothed. "I don't think she'll _actually_ do it. Don't worry." Mr. Stark seemed to be fighting back a smile, which confused Peter and stunned him into silence. Mr. Stark seemed to give up, as a wide grin broke over his face and he started to laugh. Peter's confused face making him laugh harder.

"Why are you laughing?" Peter asked. Mr. Stark took a moment to suppress his laughter and compose himself.

"I worry about a lot of things, Pete." He replied, a smile still teasing his lips. "Gods, aliens, terrorists. But your aunt's threat is _really_ what keeps me awake at night."

Huh. Well, when put in to that perspective, Peter supposed that his worry did seem a little silly.

"She's scary." He stated weakly, trying to justify his outburst.

"Yeah, she kinda is." Mr. Stark conceded with a nod. "I didn't think that your aunt would've had that conversation with you in the room". Peter felt his cheeks heat up a little and Mr. Stark looked at him with a knowing look. "You know, it's not polite to eavesdrop." He added, his voice light and teasing again.

"I can't help it," he said while his blush intensified on his cheeks. "My hearing is super good now. Senses dialed to 11, remember?"

"Hmmm, Yeah." Mr. Stark mused looking him over with a critical eye. "We really should test that out. See where the limits are. Maybe develop some discrete tech to help out in day to day life."

Peter felt his heart soar at the opportunity to safely learn about himself. To make life easier for himself. Maybe even to work with Mr. Stark in the development of the tech! But, no. He couldn't accept that. It was too much. He could accept a multimillion dollar suit because it helped him help other people. Accepting this from Mr. Stark would be selfish. He couldn't even offer his services as repayment because he wasn't Spider-Man. Not anymore.

"I had to give up being Spider-Man. For May's sake, I did." Peter admitted in a small voice. He leaned back into his bed, suddenly feeling quite tired. He was glad he had this opportunity now to explain himself. After this, they would probably never see each other again. "I'm sorry for wasting your time. And money. You built me a new suit, I didn't even get a chance to use it."

"You never were, nor could you ever be, a waste of time." Mr. Stark's voice was hard, which startled Peter. He looked up at him and saw his face was more serious than he had ever seen it. "Got it?". Peter nodded weakly, a warmth spreading in his chest.

"As for money," Mr. Stark continued, "I don't know if you've heard, but I'm a billionaire. The cost of your suit is a drop in the bucket."

"Lastly, your aunt could change her mind." Peter felt a spark of hope in his chest. Had Mr. Stark and May been talking? What did he miss while he was unconscious? Mr. Stark saw the hope in Peter's eyes and explained further. "I'm not promising anything. But I think that now that there are open lines of communication between the three of us, she might feel better about the whole crime fighting thing. If not, you will just have to wait until you're 18 to continue your vigilante hero work. Honestly, that's how it should have been all along."

Peter felt his heart sink a little at that. He didn't know if he could stand three years of ignoring other's suffering. Keeping count of all the crimes and accidents he could have stopped. Wondering how many people had been killed by his apathy. The past couple of weeks had been difficult. Three years would be impossible.

"Hey," Peter looked up at Mr. Stark. "Your place on the team doesn't have an expiration date. It'll still be there in a few years."

"It's not that." Peter said. He took a moment to gather his thoughts. How could he explain the moral predicament of doing nothing? Before his sluggish thoughts could come up with an explanation, Peter heard a gasp. He looked up and saw May standing in the doorway.

She stood still for a moment, eyes drinking in his appearance. Then she was running over to him and gathering him gently in to her arms.

"M' fine, May" his voice was muffled by the fabric of her sweater, as his face was pressed in to her shoulder. Her body shook with hysterical sobs. Peering over her shoulder, Peter could see Mr. Stark slip out the door, giving them their privacy. Gradually, May's crying subsided and her body trembled less and less. Peter felt her reach one hand up to stroke the back of his head.

"Oh, my boy." Her voice was choked by her tears. "My stupid, wonderful boy".

Peter couldn't help the hysterical burst of laughter that tore from his throat. He held her back just as tightly. He had come to learn, time and again, that everything in life was fleeting. There was no guarantee that he would always have May, but for now she was safe. He tightened his arms slightly, determined to hold on to this moment for as long as he could.


	4. Power Outage

**AN: Happy New Year everyone! The nitpick in me wants to keep this story 6 chapters long, since that's what is specified in the title. But the writer in me doesn't like how clunky chapter 4 is with this in it. It would break up the flow of the chapter, so instead here is an early update. Enjoy!**

 **Power Outage**

The wind was howling outside. It screeched in a high-pitched whine as it whipped its way around buildings and through ally ways. Peter sat at the kitchen table, across from May. It was dark in their apartment. The only light being given came from an LED lantern. It was the sort of lantern that one would take on a camping trip. Not that Peter had ever been on one of those. This lantern was bought so that the Parker family would be prepared for a power outage, like the one they were experiencing right now. The harsh white light was irritating Peter's eyes a bit. He ran a hand over them, rubbing the wetness off of his eyes before it could escape and roll down his cheeks.

"You okay?" May asked from across the table. Her voice was pitched higher than usual, her worry straining her voice. Peter couldn't help the grimace that stretched across his face. For the past couple weeks, he couldn't so much as sneeze without causing May to break out in near hysterical worry. Not that Peter could really blame her. A chill ran up his spine as the echo of metal on metal screeched only for him to hear.

' _No, not now. Don't think about that'._ Peter told himself. He lowered his hand while nodding.

"Yeah, my eyes were just tearing up a bit."

May nodded, satisfied with his answer, and then tilted her head down to look at the cards in her hand. The lantern was sitting on the table next to them. The light it gave off illuminated one half of May's face, while leaving the other side in shadow. It was a little unsettling, so Peter lowered his eyes to look at his own cards. He felt a smile creep on to his face, though he fought to keep his face expressionless. He held a flush. May had already won four rounds of poker, but this time Peter would win. He was sure of it.

"I bet a Reese's Pieces." Peter said. His voice rang with confidence as he reached over, pulled the little bag of candy from his stash and tossed it on to the pile in the middle of the table. Rather than play for money, they had decided to use the left-over Halloween candy for their bets. Well, technically it was all May's candy. She bought it, after all. This was all the candy that trick-or-treaters hadn't claimed. Peter was far too old to go out trick-or-treating. May had decided to split the candy between the two of them and play cards to pass the time until the power came back on.

"Hmmm…" May took a moment to consider. She looked at the cards fanned in her hand carefully. Her index finger tapping on the back of the hand. "I'll see your Reese's Pieces and raise you a Snickers". She tossed in the two candies from her stash. Peter felt the smile tug at his mouth again, and this time let it spread across his face. He tossed in a Snickers from his stash to match her bet, then he laid out his hand on the table triumphantly.

"Flush. I win!" He exclaimed. A smug grin lit up his face. May placed her hand over Peter's as he reached for the pot.

"Sorry, sweet pea." She said while turning her cards to face him. The smile slid off of his face and his shoulders sagged under the weight of defeat. "Her royal majesties Elizabeth, Mary, Victoria, and Anne would beg to differ. Four of a kind!"

"Ahhh man…" Peter whined, slumping back in his chair. May laughed at his theatrics and added the candy from the pot in to her much larger stash. "I was so close!"

"You're doing really well, considering I just taught you this game an hour ago."

Peter thought that it had been longer. To verify this, he reached for his phone, which was sitting on the table. His new Stark phone, given to him by Mr. Stark before he was discharged from the Medical Bay. His old phone had been barbequed by the subway tracks. He pushed the thought away. He didn't want to think about that. He tapped the button on the side of his phone. The screen lit up and seemed extra bright in the dark room. 8:20, Wednesday, November 2.

"Actually, it's been two hours."

"Really?" May propped her chin up in the palm of her hand. Mirth was dancing in her eyes. "Time flies when your hustling chumps out of candy." Her joy was infectious and Peter found himself grinning broadly.

"Can't we just play go fish?" He begged.

"No way! Where's the challenge in that?"

Peter huffed an exaggerated sigh and glanced over at his pitifully small pile of candy.

"How did you get so good at Poker anyway?" He asked.

"Oh, me and Susan use to gamble with our Halloween candy when we were kids." May replied while unwrapping a Reese's peanut butter cup and plopping it into her mouth. Peter searched his memory, trying to place the name to a face. Oh, that's right. Susan was an old childhood friend of May's. She had moved out of the city before Peter was born. He had only met her a couple of times.

"Huh," Peter replied while standing from his chair. He grabbed the lantern and moved across the kitchen to the cabinets. He opened one and peered into it, looking for some snacks. "I'm surprise she stayed friends with you even after losing all her Halloween candy." He called over his shoulder.

"Nah, we didn't play for keeps. Just for fun." Peter laughed a little at that, but then stopped abruptly.

The faint scent of smoke hit his nose.

His brow crinkled in confusion and he gave the air a tentative sniff. Yeah, that was definitely smoke. He turned around, the lantern swinging from his hand and casting light in random directions. He sniffed a few more times, trying to discern where the smoke was coming from. Finally, he turned the light up to shine it on the ceiling air vent. He could see little wisps of smoke leaking out of the vent. They were so faint, that he doubted that May would be able to see it.

"What are you looking at?" May called from her place at the table. Peter made a shushing noise at her. It was a real testament to how mess up things had been lately that May didn't take offense to being told to be quiet. Instead, she immediately closed her mouth and looked at Peter with wide, shocked eyes.

Due to May's lack of culinary skills, Peter was well acquainted with the scent of burnt food. He could tell that this smoke was not from burnt food. There was no power to turn on a stove with anyway. It had to be something else. Something was on fire in the apartment above them. Peter listened carefully, but he couldn't hear a fire alarm going off in the apartment upstairs. Dread sank in to his stomach.

He ran as fast as he could to his room, ignoring May's spluttering questions. He rummaged through his closet and pulled out his red home-made mask. It would have to do. He didn't have time to put on the full suit. The more time he wasted, the more the fire would spread. The mask would conceal his identity, that was the important thing. He raced down the hall and back in to the kitchen. He opened the cupboard under the sink and pulled out the fire extinguisher.

"What are you doing?!" May's panicky voice rang in the silence. He turned quickly to face her, extinguisher in hand. The worried lines in her face were heavily emphasized by shadows. He hurriedly pressed the lantern into her hands as he moved past her.

"I'll be right back!" He said, as he ran passed her and out the door.

There was very little light in the hallway. Relying on his memory of the building's layout, Peter ran to the end of the hallway to the stairs. He ran softly on the balls of his feet in order to lessen the amount of noise he made. The fewer people that saw him, the better. He reached the floor above of his and noticed how the scent was much stronger up here. Sniffing continuously, like a blood hound, he followed his nose to locate the apartment that was on fire. After a few seconds, he found it.

He stood in front of the apartment door, 6C, and naively tried to turn the door handle. The handle wasn't hot, which gave Peter some hope that the fire hadn't spread too much. But the door remained firmly shut. Locked. Of course. Peter pressed his shoulder against the door and pushed a bit harder. The lock made a crunching noise and a bit of the door frame splintered off. The door swung open.

A man, who Peter recognized but could not recall the name of, was lying asleep on his couch. The stench of beer was thick in the air and Peter's eyes flickered over to see a few beer cans laying empty on the coffee table. A number of lit candles filled the coffee table as well, and some sat on the kitchen counter. In the kitchen, a fire danced on the counter where one of the candles had toppled over. Flames licked at the bottom of the overhead cabinets and were creeping closer to the curtains by the windows.

At the sound of the door breaking open, the man sat up and blinked blearily.

"What the hell…?" He slurred, while eyeing Peter in the doorway. Peter ignored him and raced over to the kitchen. Lifting the extinguisher in his hands, he pulled the pin and aimed the nozzle at the base of the fire. The extinguisher made a loud swooshing sound as white foam burst out of it and smothered the flames.

The man swayed as he staggered to his feet. His eyes narrowed as he took in Peter's masked form. His hands curled into fists as he took a few lunging steps towards Peter.

"The hell you think you're doin' breakin' in my apartment?!" The man slurred while he swung his fists at Peter. It was easy to dodge, but Peter still found his reaction surprising. He dropped the extinguisher in shock.

"It was on fire!" He cried while pitching his voice lower to disguise it. The man continued to swing at him, and Peter could see he was beyond reason. He was also blocking the door, so Peter decided to escape out of the kitchen window. He swiftly reached out and opened the window with one hand. He simultaneously dodged the man's fists and climbed up and over the sink, then out the window.

He immediately regretted it.

A strong gust of wind pushed his body from the side. The frigid wind crept into his bones and he felt a chill wrack his frame. His sticky fingers clung to the brick wall, but only just. As quickly as possible, He climbed up the wall so that he could rest above the window. Looking down, he could see the man poke his head out the window to search the ally below. The violent winds blew his hair about, and after a moment of searching he gave up. His head disappeared back through the window.

Peter heaved a sigh. The coast was clear. He started to climb around the window, scaling down towards the ally. Suddenly, another powerful gust of wind hit him. He felt his fingers slip and, for a second, he was falling. He pressed his fingers harder against the wall to gain some traction. The setules on his fingertips protest under his weight and the force of gravity. He felt them bend backwards, and a wave of goosebumps that had nothing to do with the cold broke out over his skin. His heart hammered in his chest and a nervous sweat covered his body. As carefully as he could, with many breaks to wait for the passing wind, Peter lowered himself to the ground.

Crouching next to a dumpster, Peter gave a quick glance to see if anyone was watching. Satisfied that he was alone, he removed the mask and stuffed it into the pocket of his hoodie. He ran around to the front of the building and climbed up the stairs to the fifth floor. He entered his apartment and was immediately enveloped in May's arms. She held him tight.

"What the hell just happened?" She asked, her voice terse. Peter loosened her arms and lead her over to the couch. Now that his adrenaline was waning, he felt exhaustion sweep over. He sank back into the cushions, while May sat tensely next to him. He tiredly explained what had happened. When he finished, May appraised him with an awestruck look.

"You could _smell_ such a small fire? From so far away?" She let out a long breath and then leaned in to the cushions as well. "How is that possible?" She murmured.

"How is any of this possible?" Peter asked with a shrug. "A lot changed in my body when that spider bit me. I'm not just strong and have a healing factor. My senses became super sensitive too."

Peter could see that May was mulling over his words. Her eyes darted between him and the lantern on the coffee table. Now that she knew the last secret, he could practically see her mind filling in all the missing slots. All the unanswered questions she had finally made sense. Her eyebrows rose in surprise and Peter could see her eyes light up in understanding.

"That's why you were acting like such a tweaked-out spaz before!"

"Yeah." Peter said with a small laugh. He felt his cheeks warm up a little, thought the room may have been too dark for May to see it. May shook her head in exasperation.

"Not gonna lie, I was kind of afraid back then that you were on drugs." Peter squawked a little in indignation at her words. May just shrugged before continuing. "I'm not so sure that genetic modification is better, but at least you're not on meth."

"Thanks, May." He grumbled, sarcasm dripping from his voice.

"No, thank _you_ " She said sincerely. All hint of joking was gone from her face as she regarded him with serious eyes. Her words took Peter off guard. He felt his head cock to the side.

"For what?"

"For saving me." She said quietly. "And for not letting our home burn down."

"Oh." Peter dropped his eyes to look at his hands on his lap. He was suddenly very uncomfortable. He didn't deserve her gratitude. Not after everything he had done. Or rather, hadn't done. He had failed her. She just didn't know it. He knew, for as long as he lived, he would always be striving to atone for that failure. He also knew that he would always fall short of complete absolution. The thought made him feel hollow.

"You don't need to thank me for that. Ever." His voice was flat.

Peter could feel May's gaze on him. After a few moments of silence, he felt the couch shift as she got up. He glanced up to see her pick up the lantern and walk with it down the hallway to her room. The darkness swallowed him in her wake. Peter felt a twinge in his chest and his throat started to tighten. Perhaps she finally realized that he caused more trouble than he was worth. Or maybe she could feel the guilt rolling off of him like waves. He couldn't blame her for leaving.

But then, after a minute or so, the light reappeared in the hallway. May returned and Peter felt the knot in his chest ease. She held the lantern in one hand and a bag in the other. A brown paper bag. She held it out for him to take.

 _This belongs to you – T. S._

With trembling hands, Peter grasped the bag and pulled it on to his lap. May sat next to him and looked him over with serious eyes.

"We're going to set up some ground rules." She stated. Peter felt his head bob up and down quickly.

"Yeah, yeah, yeah." The words tumbled quickly out of his mouth. May quirked a smirk at his familiar nervous antics. She held up one of her hands.

"No going out after midnight on school nights." She started while raising a finger. "I want to know if you're hurt, even if it's just some bumps and bruises." She raised a second finger. "You have to keep your grades up. No ditching school or decathlon practices." A third finger went up. "But most importantly," She leveled him with a serious stare, "no secrets between us. Never again."

"Never again." Peter echoed in agreement while he threw his arms around her waist. She laughed as he pulled her close. They both glanced up at the ceiling as the power came back on. The room was bathed in light once more.

"Alright," May stated brightly while removing herself from Peter's hug. "I'm starving. And if I'm starving, then you must be famished. Stark told me about your increased metabolism." She said with a slightly admonishing glance. Peter felt his head duck a little under her stern glance. "I think I'll just throw a frozen pizza in the oven and call it a night."

Peter nodded in agreement and watched from his place on the couch while May went to go preheat the oven. It was true what May said. He was very hungry, but he wasn't sure if he could eat anything right now. His stomach twisted in knots while he weighed the words of their agreement.

 _No secrets between us. Never again._

What happened to Ben was a secret that Peter wanted to confess desperately. And yet he could not bring himself to do it. Peter knew that made him selfish and a coward. May deserved to know the truth. But if she knew, surely, she would leave him. He couldn't bear to think of that. He couldn't bear to lose May, the last of his family. He protected her from trains and fires. It would be cruel justice if Peter lost her because of what he did. No, what he didn't do. Even as he thought this, Peter was overcome with the overwhelming sense that it was beyond his control. That something had been set into motion that night, nearly a year ago, and eventually it would catch up with him.

"Actually, May" he called over his shoulder, "I'm really tired. Think I'll just go to bed."

He could hear May turn to face him, but he didn't dare look up. The silence lasted for a moment longer than it should have. Peter knew she was looking at him with that concerned look.

"I'll save you a couple slices in the fridge. You can have them whenever." Her voice held a firm finality to it that Peter recognized as permission to leave.

He made a bee line for his room and softly shut the door. He didn't have the energy to change in to his pajamas. Instead, he just lay on top of the covers in his clothes, staring at the metal rungs of the top bunk. Hours later, he was still staring at them.


	5. Smell

**AN: Hello, lovelies! I'm alive, but trapped in a semester at uni. Limited free time plus the length of this chapter caused this update to be long over due. I will have precious little free time in the foreseeable future, so the last two chapters may also take a long time for me to write. But please bear with me. Without further ado, here is chapter 5! Some cursing ahead, sorry if that offends you.**

 **Smell**

"Peter."

A warm hand pressed in to Peter's shoulder and shook gently. Peter could feel his mind claw its way out of the depths of sleep. He took a deep breath while yawning and the scent of green apple hit his nose. He knew without opening his eyes that it was May.

' _Who else would it be?'_ His thoughts snarked at him when he had regained enough consciousness to do so.

He opened his eyes to find that his room was still dark. May was sitting on the edge of his bed, fully dressed and bright eyed, like she had been awake for a while. Peter looked over to his alarm clock. 4:45 am.

Why was she awake?

Oh, yeah. Susan. The wedding. Denver. It was all coming back to him now. He sat up and ran a hand over his bleary eyes.

"I got a cab waiting outside, so I gotta be quick. Gimme a hug." Her voice was quiet in an attempt to keep the early morning tranquility intact. Peter did as she said and wrapped his arms around her. She gave him a slight squeeze. "You remember to text me, okay?"

"Mmmhmmm." Peter responded, trying to find his voice in his sleepy haze. "Love you, May. See you on Sunday."

May pulled away and eyed him with a semi-serious gaze.

"The building better still be standing when I get back." Her voice was only a little teasing. If Peter had the energy to roll his eyes, he would.

"Nothing's gonna happen. Go on, you'll miss your flight."

May gave him one last quick hug before hurrying out of his room. Peter listened for the last sounds of her departure. The wheels of her luggage rolling on the ground. The door closing. Key turning in the lock. A minute later, a car door opened and closed outside. She was gone. Peter felt himself relax as lay back down on his bed and curled up in his covers.

It hadn't been easy, trying to convince May to go on the trip. At first, when the invitation had arrived in the mail, May had declined the RSVP and claimed it was an issue of money. Peter could fully understand that. They had never been financially well off. Even when their family had Ben's income, they often went through rough patches. So, declining an invitation to a destination wedding in Denver hadn't seemed unreasonable. Sure, Susan was a good friend of May's, and it would be a shame to miss it. But what can you do?

That was what Peter had thought, until he had mentioned the situation to Mr. Stark during one of his weekly visits to the Avengers compound. He hadn't expected Mr. Stark to do anything about it. He was just making conversation. Mr. Stark had asked what was new with May, so he told him. When he looked up from his improved web formula, he was surprised to see the keen look in Mr. Stark's eyes. Later that night, when he returned home, he received an ear full from May for being 'such a gossipy old woman'.

Apparently, Mr. Stark had called her and offered to pay for her trip. She had refused, stressing that she didn't accept charity. Mr. Stark had told her to think about the offer as compensation for the trouble he had caused her. Peter was a little surprised to hear that she still refused.

"C'mon, May. Just go on the trip!" Peter urged. May eyed him warily from her seat at the kitchen table. This was the third time he had brought up the issue, and he could tell that she was losing her patience with him. He persisted anyway. "You'll regret it if you miss out on Susan's wedding. You know you will."

"I don't want to take any of his money. I don't want to be indebted to him." She replied calmly while stirring some sugar into her cup of coffee.

"I thought you and Mr. Stark were getting along. You know, now that _everything_ is out in the open." May raised an eyebrow at him. Peter realize, too late, that reminding her of all the secrets he and Mr. Stark had kept probably wasn't a good idea right now. So he changed gears. "Mr. Stark doesn't care if things are expensive. Seriously, he gets annoyed at me whenever I apologize for costing him money. The money you need for the trip is peanuts compared to how much he has spent on my suit."

Instead of saying anything, May just sipped her coffee. She must have realized that Peter wouldn't let it go, because she sighed and set her mug down on the table.

"Okay, fine. It's not about money." May admitted while crossing her arms over her chest. "I just know that if I leave something terrible will happen. As soon as I get on the plane, a meteor will fall out of the sky and flatten our apartment building. Or something else, just as improbable and ridiculous, will happen."

Peter felt the all too familiar twinge of guilt spreading through his chest. He hated this, truly he did. He couldn't ignore the suffering of people, but he also couldn't stand to see May worry for him. Had it really come to this? Was she really so afraid to leave him alone for just a couple days? He hoped that someday she would realize that he was capable. That he could take care of himself. Then she could stop worrying all the time. But then again, he had wished that before, hadn't he? That day, nearly a year ago, sitting in Ben's car. He had hoped that someday he would realize that he was fine. And then, all the somedays with Ben, that had seemed so endless, had become finite.

' _No, don't think about that!'_ Peter thought to himself. May was giving him an odd look, and Peter realized that his inner thoughts must be painted on his face. He tried to hide it by making his face expressionless, but May looked unconvinced. His poker face hadn't worked during their Poker game and it didn't work here either. So he decided to switch gears again.

"Well, I hate to break it to ya, May." He began while cracking a smile, "But you're not scary enough to make a meteor turn tail and run."

Diffusing tense situations with comedy and quippy one-liners worked well for Mr. Stark, so he thought that he'd give it a shot. It kind of worked, but not as effectively as Peter had hoped. May bit out a small laugh, but she still seemed quite aggravated. Peter supposed that he didn't have the charm and charisma, like Mr. Stark had, to make it work.

"Yeah, I know that there isn't much that I can protect you from anymore. I don't need the reminder." May rubbed a tired hand over her eyes. When her hand came away, Peter could see her defeated expression. He knew then that he had won the argument. It felt bittersweet.

Maybe, someday he could gain her trust again.

"I'll be fine on my own for a weekend."

"You better call me. Or text. You know what? I'm setting a minimum of 4 texts a day to reassure me that the apartment is still standing. Okay?"

Peter nodded quickly. At this point, he would probably agree to anything if it gained him this small victory. It's not as if he wanted the apartment to himself for any particular reason. He was too old for 'Home Alone' style shenanigans, and too unpopular for a party. He just wanted May to trust him again. Maybe he would have Ned over for video games and pizza.

Peter woke for the second time as his alarm clock started to go off. He had long ago set it to a comfortable volume for his hearing. Loud enough to wake him, but not loud enough to scare the crap out of him. The trial and error process of finding that comfortable level had been nerve wracking, to say the least.

It was eerily quiet inside of the apartment. Of course, Peter could hear the muffled noises of his neighbours and the city outside, but without May around the apartment felt empty. He couldn't remember the last time had the place to himself.

Peter stretched and got out of bed. He shivered as his blanket fell off, exposing him to the cool morning air. It was still dark in his room, despite it being two hours later than when May had woken him up. He felt around on his bedside table until his hand found the familiar shape of glasses. These weren't his old prescription glasses, but rather a new pair designed for him by Mr. Stark. They adjusted the brightness he was seeing to a comfortable level. He stumbled blindly to the door, placed the glasses on his face and flipped the light switch next to the door. There had been a time, only a few months ago, when turning on the lights in the morning was excruciatingly painful. The jarring contrast of pitch dark to overly bright would hit his eyes like knives. Thanks to Mr. Stark, Peter found that a lot of his daily sensory struggles were now manageable.

The process of developing discreet tech hadn't really been all that difficult. In fact, for a technological genius like Tony Stark, it had been laughably easy. The tech already existed in Peter's suit, all Mr. Stark had to do was modify it into everyday items, like glasses and earphones. He had presented them to Peter when he had his first visit to the lab. After giving them a brief test run, he told Mr. Stark that they worked well and then stood awkwardly in the room. He wasn't sure what to do with himself. The project had been so easy. Mr. Stark didn't need Peter's help at all, and now his reason for being here was gone. After a moment of awkward silence, Mr. Stark had asked him if his suit needed any repairs.

"Ahh, you know what? Don't answer that." Mr. Stark said quickly before Peter could answer him. "You'll probably gloss over something critical, like, I dunno, the parachute is missing." Peter felt his cheeks heat up. Jeez, he forgot to reinstall the parachute _one time_ and now he'll never hear the end of it.

"Hey FRI," Mr. Stark addressed the invisible AI, "ask Karen about the status on the spider suit."

After a half second, the AI's voice filled the room.

"She says that the suit is in good condition and is fully functional."

Huh. Irish. He had briefly met Vision when they were in Germany, and knew that he had been partially made up from Mr. Stark's first AI, JARVIS. He had a British accent. What was with Mr. Stark and programming his AIs to have accents?

"Whoa! FRIDAY can talk to Karen? AIs talking to each other that's so cool…" Peter trailed off, lost in how spectacularly awesome all of this was. When he came down from his geeked out high, he realized that now there was truly no reason for him to be here. He shifted his weight nervously from foot to foot before taking a few steps towards his backpack. "Well, I guess I'll see you around, Mr. Stark."

Mr. Stark eyebrows pulled together in confusion.

"You got somewhere you gotta be? Why you bailing on me, Underoos?"

"Well, it's just, you know…" Peter trailed off, suddenly feeling intimidated by Mr. Stark's gaze. The man raised an eyebrow as he waited for Peter to continue. "You don't really need me around." He finished lamely.

There was a beat of silence while Mr. Stark ran a hand over his beard and stared at him with an unimpressed gaze.

"Maybe I wasn't clear before, when you were crackling static electricity in the med bay. This here," he gestured with one hand at the space between the two of them, "is an unofficial internship. I'm mentoring you. For reals this time, none of that half-assed mentoring like I was doing before. You're gonna come here regularly, even if the suit is in perfect condition, and we're gonna make stuff."

Peter could feel his eyes widen in shock. He opened his mouth to speak, but found that he could only stutter out a "thank-you, sir". Mr. Stark cracked a smirk and waved off his gratitude.

"Don't worry about it, kid. A mechanic always needs another set of hands around. Really, it's me whose benefiting from this."

The memory of that day brought a smile to Peter's face as he wandered through the apartment, getting ready for school. Once he had eaten breakfast and showered, he went to get dressed. He pulled on his spider suit and then dressed himself with his regular clothes on top. Lastly, he pulled on his mask.

"Good morning, Peter." Karen's friendly voice greeted him. "Would you like me to turn on the suit's heater?" She had grown accustom to asking him this every morning when he pulled on the mask. He had had the idea to dress himself in his suit under his clothes about a week ago, and honestly, it was probably one of the best ideas he had ever had. The heater in the suit was great for fending off the chilly winter weather. Prior to the spider bite, cold weather hadn't really bothered him. But now, it made him feel kind of… sluggish. He hadn't thought much about it before, but Dr. Cho had uncovered a medical reason behind the problem.

About a week or so in to Peter's 'unofficial internship', he had been asked to go to the medical bay so that Dr. Cho could collect some blood samples. She was still continuing her research on his genetic mutation, but one of the things she had uncovered so far was that he was sensitive to the cold. Spiders couldn't thermoregulate. Just another delightful little side effect from his genetic modification. His condition didn't cause him any physical pain. It just made him rue winter's existence.

"Yes, please. Thanks, Karen!" Peter responded brightly.

"No problem. Good luck on your chemistry test."

Peter's smile dropped a little at the reminder. Chemistry had been one of his favorite subjects. It still was, really. The content was interesting and the stuff he learned there was helpful for things like updating his web formula. It was just that things between him and his new lab partner had been awkward lately. Well, there wasn't anything that he could do about that. He just had to make the best out of the situation.

"Thanks, I'll knock it out of the park!" Peter replied and then pulled off his mask. He placed it into his bag and pulled gloves on to his hands to conceal the last visible part of his spider suit.

It was an odd sort of friendship that Peter had formed with Karen. Rationally, Peter knew that she wasn't really a person. He was just talking to a series of programs. But in a way, she felt so personal. She would always keep track of his schedule and remind him of important dates. Before pulling off his mask she would always say something like "Have a good day!" or "See you later!". It was kind of heartwarming.

He pulled out his phone to quickly check the time. 7:30. Time to get going. He slung the backpack on to his back and hastily left the apartment. He hesitated a moment, just outside of the apartment door. He pulled out his phone again.

' _Leaving home now. It's still there'_

He quickly sent the text, despite the fact that May wouldn't be able to read it yet. She was probably going through security check at the airport and would be busy for a while. Still, a deal is a deal, he thought as he pushed open the lobby doors.

Rock salt and broken up ice crunched under Peter's feet as he walked down to the subway station. The frigid air was biting at his face, but luckily it was the only part of him that was cold. The rest of him was nice and toasty.

Winter this year was colder than most other winters he had experienced. The snow fell in the middle December and never melted. It just became hard and icy, and then it became the foundation for a new layer of snow, which fell on top. All around him, people were walking gingerly to avoid slipping and yet they still managed to walk quickly, with that urgency that all New Yorkers seemed to have. Car horns and sirens started to blare. There must have been an accident up ahead. Peter slipped his noise filtering 'earphones' into his ears. He felt the tension leave his body as the world became much quieter.

He boarded the train and was surprised to find it had very few passengers. He rarely could get a seat, but today there were plenty. He sat down, placing his backpack on his lap, and looked around the train car. At the other end of the train, he saw MJ. She noticed him looking at her and gave him a small, but genuine smile. He gave her a small wave in return. She didn't seem to be in the mood for a conversation, so Peter remained where he was. He looked out the window and watched the scenery rushing past him.

Since that day in October, the day the train almost hit him, he and MJ had become closer friends. In fact, she and Ned were the only ones who came to mind when he thought of who his friends were.

He had spent a couple of days recuperating in the Avenger's compound Medical Bay. When he returned to school, he had noticed that there was something off about MJ. In class she was quiet. Not that she had been a talkative person to begin with, but now whenever she did speak her words seemed very guarded and soft. It was unsettling to see her so different from her usually sarcastic self.

He hadn't had much time dwell on it because he was facing a larger problem; Gossip.

As it turned out, Mr. Stark's legal team had been hard at work disclosing his identity from the public. All newspaper sources that reported on the subway accident left his and his aunt's names out of the article. There was only one problem. This was his neighbourhood. The subway station was nearby his school and several students had also been on their way home that night. People talk, and there was nothing that Mr. Stark could do about that. And so, For the majority of the day, he had been denying the severity of the accident to anyone who asked him about it.

By the end of the day, his nerves were frazzled. He could hear the whispering everywhere.

"That's him, he jumped on to the tracks to save a woman!"

"That shrimpy little sophomore? No way!"

"Oh my god! That's crazy!"

It was a relief for Peter to finally reach the quiet sanctuary of the library. The decathlon team had been scheduled to meet there, and Peter had gotten there earlier than anyone else. Or so he thought, until he saw MJ standing off to the side.

"Peter," She called softly to him to get his attention. She nodded her head to the side, indicating for him to follow her into the stacks of books. She was standing at the end of one of the deserted aisles. She eyed him with a concerned gaze. "Are you okay?"

Peter blinked in surprise. MJ had never expressed any concern for his well being before. But then again, she had never seen him almost get hit by a train before. So there was a first time for everything.

"Yeah, I'm fine." He replied quickly. She looked far from reassured. "Really, I am!" He added. His eyes met her darker ones for just a moment before she dropped her gaze to the floor. Alarms went off in Peter's mind. Something was terribly wrong. He had never seen MJ be intimidated before. She was tough and never shied away from anything, no matter how uncomfortable it was.

"Are _you_ okay?" He asked. MJ, still not meeting his gaze, stuffed her hands into her pockets of her sweater. Peter could see them ball into fists as the material surrounding them shifted.

"No." She stated simply, but her voice sounded rough. She cleared her throat quickly before continuing. "You could have died. And if you did, I would have been the last person you talked to. And the last thing you would have heard was me calling you a loser."

MJ took a deep rattling breath. The sound made Peter's heart clench. He knew he should say something, but he was at a loss for words.

"And, I just…" MJ trailed off. Peter was horrified to hear her sniffle. She quickly wiped the back of her hand under her nose and then, finally, looked up at him. Unshed tears flooded her eyes and she blinked quickly, trying to dispel them. Instead, they escaped and rolled down her cheeks.

"I was being mean 'cause…" Her voice trailed off again and Peter could see her expression suddenly become more guarded. Despite her closed off expression, Peter could see a twinkle of something shining through her eyes. Desperation. A burning desire to confess something terrible, and a fear of the result. Peter understood that completely.

"I'm _not_ a bitch." MJ said vehemently. The urgency of her tone as well as her words left Peter perplexed.

"I didn't think that you were!" He said, a little louder than he should have. Quickly, he glanced around to see if anyone had noticed them. "And you're not mean either." He continued in a quieter tone. "You're sarcastic and a straight talker. But you're not a… you know."

MJ cracked a small smile at his reluctance to curse and then wiped a hand over her cheeks. Peter's chest felt lighter as he noticed that no more tears fell from her eyes.

"You're MJ." He stated simply with a small nod. MJ stared at him. Her eyes were red rimmed but they had lost that desperate twinkle. MJ's small smile lit them up with a warmth that Peter rarely saw there. This time, it was MJ who was lost for words. The silence stretched out for a moment longer and Peter started to feel a little uncomfortable. An emotional MJ was new territory.

"Do you, like, need a hug or something?" Peter asked. MJ scoffed and then rolled her eyes.

"Shut up." MJ snarked, and Peter felt a smile spread on his face. There was the MJ he knew.

Peter could hear the library door open and close a few times. When he peered around the corner of the aisle, he could see that about half of the decathlon team was sitting at their usual table. Most of them were on their phones, killing time until Mr. Harrington showed up. Peter turned to look at MJ, who seemed much more composed but still a little rattled.

"Do you want me to tell Mr. Harrington that you left early 'cause you're feeling sick?" He asked. MJ gave him a sharp look.

"Don't be stupid. I'm the captain, I gotta be there." She replied. After a moment she added in a small voice, "Just give me a minute."

Peter recognized her dismissal. As he left, he could hear her taking a few deep breathes. He approached the table where the team sat and noticed that Ned and Flash had also arrived. Before he could sit down, his team mates bombarded him with questions.

"Is it true? Did you really jump in front of a train to rescue someone?" Betty asked in an excited voice. She leaned forward in her seat, although she didn't seem aware of the action. Before Peter could answer, Abe spoke up.

"This guy in my bio class says that you got taken away in an ambulance to the hospital. Are you okay, man?"

"Of course he's not okay!" Cindy snapped at Abe. "He was gone for days. Nobody stays that long at a hospital if things are hunky dory."

"No, no, I'm fine!" Peter said quickly and shifted his weight nervously from foot to foot. "I just got a few bruises nothing serious!"

"I read in 'the Daily Bugle' that you were electrocuted! How is that not serious?" Cindy asked, her voice pitching an octave higher. Peter cringed at her shrill tone. Before he could respond, he heard footsteps walking up from behind him.

"It's not serious because it's not true." MJ said as she approached Peter's side. Peter looked over at her and was surprised to see how normal she looked. Her eyes were still a little red, but other than that, all evidence of the mess she had been minutes ago were gone. She looked around at all of their team mates with her usual bored expression. "I was there. This dork is fine." She added and Peter felt his eyebrows knit together. MJ was lying, but why? He decided that, for now, the reason didn't matter. He needed the team to believe her. Frantically, he tried to rearrange his expression into something more convincing. "The media is just blowing this thing out of proportion to get views and sell subscriptions. Capitalist America, hard at work."

"Yeah, I was there too." Ned interjected. Peter knew that was a lie. Ned hadn't even gone to the parent teacher conference. "Peter just, like, got up and shook it off. The ambulance was called as a precaution. He's fine." Around the table, the anxious faces of his team mates were relaxing. Seeing this, Ned hurriedly continued. "He's more than fine. He got a couple days off from school! How cool is that?"

Around the table, a murmur off agreement sounded. Everyone seemed to be buying the lie. Peter felt a rush of fondness for Ned and MJ.

"He still jumped in front of a train and saved someone's life." Sally chimed in. "That's so brave! I don't think I would have the guts to do something like that."

Flash's face pinched in annoyance as he slumped back in to his chair.

"It's too bad you didn't bite the dust. You could've gotten a full page in the year book." He drawled. Peter could see MJ's eyes harden. Before she had time to respond, Mr. Harrington entered the library. Instead she pulled out her chair, with more force than necessary and sat down hard. They started their practice session.

Peter felt the familiar jostling of his body as the train pulled in to the station, and he was brought back to the present. He glanced up to see that MJ was standing in front of the doors, waiting for them to open. He hurried after her and caught up to her as she was climbing the stairs up and out of the station.

"Hey, MJ!" He called to her. She turned around slowly and Peter was taken aback by her appearance. "You look tired." He added. Dark circles hung under her eyes and her whole posture seemed kind of wilted. Like a flower that had gone a couple days without water.

"You sure do know how to make a lady feel pretty, Peter." MJ said, while smiling wanly shaking her head slightly. The scent of her shampoo caught on the wind. Peter noticed that she had switched from a flowery smelling one to citrus.

"I'm sorry!" He said and he could feel his cheeks colouring a little in his flustered state. "I just meant-"

"I'm teasing you." MJ said with a hint of humour in her voice. "I didn't get much sleep last night, hence why I look like a zombie."

"Were you worrying about the chemistry test?"

"No." MJ replied. She stopped abruptly on the walkway up to the school, and Peter walked a couple steps past her before realizing she had stopped. He turned to look back at her and noticed that she was looking at him wearily. Like there was something on the tip of her tongue, and she was debating on whether or not to say it. "I called my Mom last night to wish her a happy birthday." She admitted.

"Oh." Peter knew from MJ's tone that there was weight to that admission, but he couldn't quite place what it was suppose to be. Were her parents divorced? It seemed rude to ask that.

"Is she out of town?" He asked hesitantly.

"Yeah. Permanently." MJ replied with a small measure of venom in her voice. Peter felt worry creep up inside him, but before he could say anything MJ started walking again. "Are you gonna ask Mr. Jeffries for a new lab partner?" The change of subject gave Peter whip lash and he floundered a little, trying to think of an answer.

"Nah." He replied with a shrug. "Things will get better. It just takes a little time."

"You sure?" MJ asked. Her voice was tight, though Peter wasn't sure why. He turned to look at her, but she stared straight ahead. "High school drama isn't worth your marks tanking." She added.

"My marks aren't tanking!" Peter replied, indignation raising his voice high than normal. He had been working really hard since October to clean up his act. "Plus, Mr. Jeffries is a stickler for the alphabetical seating plan. So unless a student with a P, Q, or R, last name joins our class, I'm stuck with Gwen."

"Yeah, sucks to be you." MJ said with her usual bored drawl. "See you in class." She added as they parted ways. She headed down the hall that Peter knew led to her locker, while he ducked into the nearest boy's washroom.

Peter was pleasantly surprised to find that the washroom wasn't gag inducingly stinky this morning. On any given day, there was about a 75% chance that someone had already stunk up the place by the time he got there to change out his spider suit. On those mornings changing out of suit and into his regular clothes was torturous. Even on days that the washroom didn't stink, it still smelled a little. Peter knew that was a problem with him and not other people. Unfortunately, his heightened sense of smell was not something that could be fixed with tech. The only possible way to fix it was to place an implant in his brain. Neither he nor Mr. Stark were willing to go that far, so he had to learn to live with it.

He got a seat on the train, and the washroom didn't smell like something died in there. All in all, Peter thought this was shaping up to be a good day.

With that thought in mind, he exited the washroom with a spring in his step. He walked down to the Chem lab and took his seat at his and Gwen's shared table. He looked up and noticed MJ and Ned sitting together at their lab table. He could hear them in hushed voices doing some last-minute revision before the test. Peter had spent a lot of time studying for this test, so he was feeling quite confident. He fished a pen and pencil out of his backpack and then leaned back in his chair, waiting out the last ten or so minutes until class started. His eyes drifted over to the empty chair next to him. That was the only damper on his day.

Gwen Stacy.

Well, Peter supposed that was unfair of him to say. She wasn't horrible or anything. In fact, she was… nice. At first. She had transferred to Midtown in the beginning of January, when everyone was returning from winter break. Peter knew that she was the daughter of the NYC police chief, but that was all he knew about her. Before class he had seen her already laughing and making friends with some of the popular kids in school. Peter thought that there was something about her. She had that light, carefree, amiable quality that made people want to be friends with her. Neither he, nor Ned nor MJ possessed that quality. He walked in to Chemistry class that day to find that his new lab partner was Gwen Stacy. His former partner, Michael Stephens, had been bumped down the list to sit with Miranda Thomas. And so on and so forth. Honestly, Mr. Jeffries was the only one of his teachers who still stuck ardently to the alphabetical seating plan. It was kind of annoying.

The problem had started when he went to sit down next to Gwen that day. She reeked of some kind of sweet-smelling perfume. Peter thought that it was supposed to smell like vanilla and something else. Cinnamon maybe? It's not that it smelled bad, it was just too much. Reflexively, Peter's nose scrunched up and his eyes had started to water. Not wanting to offend her, he hastily rearranged his features in to what he hoped was a normal expression.

"Hi, I'm Gwen!" She had said brightly, a wide grin stretched over her face. Her cheery expression faltered as her eyes narrowed a little. "Are you crying?"

Peter couldn't help but feel a little disheartened at that. His poker face had failed, yet again.

"No," he replied, while his mind scrambled for a reasonable excuse. "My eyes just get irritated sometimes. It's nothing."

He could tell that she didn't believe him but, thankfully, she had let the issue drop. Other than the overpowering scent of vanilla, there wasn't any real problem with being partnered up with Gwen. In fact, Peter found that she was quite bright. In class, she understood the material and pulled her own weight whenever they were conducting experiments. Outside of class, she was cheerful and nice in general. Peter found that talking to her felt very natural, and she was a fun person to be around. It really was a shame that being around her caused him to have headaches. They had P.E and Chemistry together, so Peter only had to tolerate her perfume for a couple of hours a day.

But then, something had changed.

A couple of weeks into January, Peter had sat down next to Gwen in Chemistry class and immediately noticed that she seemed more perky than usual. She was turned sideways in her seat, so that she was facing him. Her elbow was propped up on the lab table, her chin resting on her palm. She was regarding him with eager eyes that instantly made him feel self-conscious. He nervously looked down at his clothes, but noticed nothing out of the ordinary. Before he could ask why she was staring, she spoke.

"Did you _really_ save someone from getting hit by the subway?"

Peter felt his body freeze up. He had thought that those rumours had died down a long time ago. He never heard anyone talking about it at least. Well, there was no point denying it. It was commonly known throughout the school that it did happen.

"Y-yeah. I did." He stuttered. "But it wasn't a big deal. Really."

Gwen's eyebrows shot up in surprise, disappearing in to her blonde bangs.

"That's amazing!" She gushed. Peter felt frustration well up inside of him.

"No, it's not-" He started, before cutting himself off. He was so tired of this whole song and dance. Rejecting praise, denying that he had done anything special. Trying to keep his head down so no one will catch on to the fact that he is abnormal. He took a deep breath through his nose. "Let's talk about something else." He said. To Gwen's credit, she dropped it and never brought up the subject again. Maybe she thought that the experience had been to traumatizing for him to talk about. Peter was content to let her think that.

From that day on, Gwen had started acting strange. All of a sudden, she had no idea what was going on in class. She would ask Peter questions about the lesson that Mr. Jeffries had just explained to the class.

"I don't get it. Can you explain it, Peter?"

Peter would always comply, giving her the simplest explanation that he could. But he found her sudden change in behavior quite odd. Peter knew she was smart. Why was she suddenly acting like she had recently received a concussion? He was struck by the urge to ask why she was acting like this, but he stopped himself as a thought occurred to him.

What if she really had been concussed? Maybe she had been in an accident that Peter didn't know about. Maybe she had a learning disability. Yeah, it would be insensitive of him to ask. Instead, he plastered a smile on his face and explained the theory again.

"Oh, I get it now! Thanks, Peter. You're so smart!"

In addition to this, Gwen started to spend much more time around him. It was quite surprising to him and Ned when she had shown up at their table for lunch. She had shown up alone and set down her tray across from the two of them.

"Can I sit here?" She'd asked. He nodded his head while Ned glanced around, like he thought she was lost.

Lunch had been kind of awkward since Gwen wasn't into the same things that Peter and Ned were. They had tried to carry on their conversation about which version of Super Smash Bros was the best, but it was uncomfortable having Gwen around. She tried to follow the conversation, but it was obvious that she didn't understand or care about the topic. Basically, she just sat there and mimicked their reactions. She laughed when they laughed, she would look impressed when one of them said something with a level of enthusiasm. By the time lunch had finished and Gwen had left, all Peter and Ned could do was stare after her with confusion written on their faces. Peter had expected her appearance at lunch to be a one-time thing. But then she had shown up the next day. And the next day. It became obvious that she had no intention of leaving, so Peter and Ned found themselves staying on topics of shared interest between the three of them. There weren't many.

The biggest surprise of all had come when Peter had shown up to decathlon practice after school. Vanilla washed over him unpleasantly, making his nose scrunch up. Gwen was here? He looked around the library to see her seated with the rest of the team. What was she doing here? She couldn't possibly have joined the team. The school had a firm rule about not joining clubs and teams after September 30. He sat at the table and noticed that some of the other members of the team looked disgruntled by the new addition. Mr. Harrington had shown up moments later, introducing Gwen to the team before MJ started off their practice session.

Seeing Gwen every day, for most of the day, became something that Peter dreaded. And that dread caused him to feel guilty. Gwen was nice. The problem wasn't about her, it was just her overwhelming vanilla scent. The worst part was that he knew that to normal people, the scent was probably subtle. It really was just a problem with him. It had become a problem with no solution. It's not as if he could ask Gwen to leave. All Peter could do was suffer through daily headaches. Like clockwork, a headache would build behind his eyes near the end of chemistry class, leaving him feeling miserable for the rest of the day.

Finally, a week ago, something unexpected had happened. Peter and Gwen sat at their lunch table, waiting for Ned to buy his food and join them. They sat in somewhat awkward silence as Peter munched on his sandwich from his bagged lunch, and Gwen pushed her salad around with a fork. She set the fork down suddenly and leaned forward, placing both elbows on the table.

"So, are you going to ask me out or what?" She asked, as a coy smile played at her lips.

Peter blinked in surprise. His mouth was full of his PB&J sandwich, which he abruptly stopped chewing in his shock.

"What?" He asked, his voice muffled by his food. Gwen laughed a little and flashed him one of her 100-watt smiles.

"Are you gonna ask me out on a date?" She asked again, in a slow and patient voice, like she was talking to a little kid. In any other circumstance, Peter would be annoyed by that. But he was too stunned to think about it much right then. He set his sandwich down on his brown paper bag.

"You wanna date me?" He asked in disbelief. Gwen nodded her head enthusiastically.

"Yeah!"

"Oh." He replied weakly.

Peter knew he should say more. She was waiting for an answer, but for a moment he felt speechless. Why would she want to date him? He was just Peter. He thought back to his one date with Liz to the homecoming dance. He remembered how terrified he had been to ask her out, and how stunned he had been when she had accepted. While he was preparing for the dance he had been walking around in a love-sick haze, and got some teasing from May about it. After that, everything had spiraled out of control so quickly. He had fought Liz's crazy dad, and then she was gone. It had all happened so quickly that he hadn't really had time to think about their lightning quick relationship. In the time after she had moved away, he had thought about it a great deal. He thought about how casually she had agreed to go to homecoming with him. She had admitted to him that she had been so busy planning it that she hadn't gotten around to finding a date. He had realized with a sinking heart that he had been the only option for her at the time. She had probably agreed because she didn't want to go alone. Or maybe she had been humouring him. The realization had stung quite a bit.

He never wanted to hurt anyone like that. He liked Gwen, but not in that way. They had nothing in common. If he agreed to date her, he would just be leading her on, like Liz had done to him.

His mind was made up, but that didn't make the situation any less difficult. He shifted in his seat, uncomfortably, but met Gwen's gaze with his own.

"Look, you're really nice and pretty but I'm not really interested." Peter stated. Gwen's smile dropped from her face, causing guilt to twist in Peter's stomach. "Sorry." He added.

Gwen didn't seem to be hurt exactly. Her brow furrowed in genuine confusion and she regarded him with a speculative gaze.

"Are you gay?" She asked with a bit of an edge to her voice. This time it was Peter's turn to be confused.

"What? No." He said. "I just don't wanna date you". The words had tumbled out of Peter's mouth before he could filter them. He immediately regretted saying it as he watched Gwen's face fall and her cheeks redden with embarrassment. He suddenly felt deeply ashamed. He shouldn't have said that. It wasn't that he didn't mean what he said, but he could've said it in a nicer way. "I mean," he stuttered a little, a flustered second attempt flying out of his mouth. "It's just that, you're great and all, but-"

"Oh, forget about it." Gwen snapped. She stood suddenly and grabbed her lunch tray. "I was just joking, anyway. You really think I'd want to go out with _you_?" Disdain dripped from her voice, and Peter felt his own cheeks reddening. Before he could say anything, she stalked off. Dumping her lunch in to the garbage and storming out of the cafeteria.

Behind him, Peter could hear the sound of footsteps approaching.

"Dude, what was that about?" Ned asked as he set his lunch on the table. Peter sat, rooted to his seat. What _had_ just happened? The whole thing had left him feeling completely disoriented. But he was fairly certain of one thing.

"I don't think Gwen's gonna hang-out with us anymore."

Sure enough, for the rest of the day, Gwen had been actively avoiding him and only spoke to him when it was absolutely necessary. Peter had no idea where to go from there. He needed to smooth things over with her. Find some way to make amends, because other wise the time they were forced to be around one another would be unbearably awkward.

Much to Peter's surprise, Gwen's attitude had flipped overnight. Literally, overnight. He came to school the next day, and had mentally prepared himself for a day of burning vanilla, headaches, and the cold shoulder. He didn't expect Gwen to smile brightly at him.

"Hey, Peter!" She said, as bright as always. But there was something else. Something lurking in her voice just under the surface. It put Peter on edge.

"Ummm… hey." He responded nervously as he took his seat. "How are you?"

"Me? I'm just great. Don't even worry about it." She said flippantly. She smiled one of her usual wide smiles, but Peter thought it looked forced. He considered asking her if she was still mad but stopped himself. She had told him not to worry about it. He should leave it alone, right? Clearly, she wanted forget the whole thing.

"Okay…" He said tentatively. Their class had continued as normally as always. Peter couldn't help but notice that Gwen would peer at him out of the corner of her eye every now and then while Mr. Jeffries was lecturing. It made him feel uncomfortable, but there wasn't really anything he could do about it. This thing with Gwen was just an awkward phase. It would pass.

The next period was P.E. As Peter was leaving the boys change room, he saw something that made him pause and stare in confusion; Gwen and Flash making-out. They were pressed up against the lockers near the gym, waiting with the rest of the class for Coach Wilson to show up. The other students around them were throwing them disgusted and uncomfortable glances, but they were too wrapped up in each other to notice.

"Alright, that's enough of that." Coach Wilson said, breaking up the two. "No public displays of affection. Don't make me send you down to the office."

As Gwen and Flash pulled away from each other, Peter could see a big dopey grin on Flash's face. Honestly, Peter thought he had never seen Flash look so happy before. Unadulterated happiness, untainted by envy or bitterness light up his face. In that moment, Peter couldn't see any trace of the bully that had tormented him for years. Peter couldn't help the wide grin that spread over his face.

Gwen was smiling too, Peter noticed, but she was smiling at him. He felt himself falter under her smug gaze. It felt strange, just like it had in chemistry class. He kind of felt like he was missing something. Once again, Peter found himself wondering what was going on. But then, he supposed it didn't matter. From that day on, Flash's teasing and name calling had stopped. Gwen had a boyfriend and that seemed to make her happy.

So why did everything still feel so tense between them?

It was a question that Peter had been mulling over for the past week. Now, as he sat in chemistry lab waiting for his test to begin, he found himself pondering it again. On the surface everything seemed fine, but whenever he spoke to Gwen it always felt kind of hostile. Like he was walking on thin ice.

Suddenly, Peter noticed the thick haze of vanilla fill up the Chemistry lab. His nose wrinkled as he took those first couple of seconds to inhale Gwen's awful perfume. The first five minutes of her entering the room was the worst. The scent stung at his nose, but eventually he would become use to it. Then it was just a count-down until his headache arrived.

Gwen dropped down in to her seat beside him. Without looking at him, she took her pencil case out of her backpack and placed it on the table.

"Morning, Gwen."

"Hey." She replied flatly, while looking ahead at the blank white boards. She didn't seem to be in the mood to talk, but Peter made one last attempt at pleasantries.

"You ready for the test?"

"Mmmhmmm." She mumbled, still not looking at him. Fortunately, Peter was saved from the awkward silence, as Mr. Jeffries chose that moment to appear and begin the exam.

He flipped the exam over as Mr. Jeffries told them to begin and became immersed in the science. He knew that it was the height of nerdiness to enjoy taking a test, but he couldn't help himself. The hour spent on writing the exam felt like a wonderful break. It was a brief moment where he could lose himself in one of his favorite subjects without also worrying about Spider-Man, keeping his mutation secret, or whatever the heck was going on between him and Gwen.

Soon enough, the period ended and they all turned in their tests before packing up their bags and leaving for the next period. Peter slung his backpack on to his shoulder and hurried out of the room. He was eager to be away from Gwen for as long as possible. Already he could feel a headache pulsing behind his eyes like a heartbeat.

He hurried to his locker to grab his gym strip and then headed down to the gym. The boy's locker room smelled faintly of sweat and body odour. It was less pungent than it usually was, so Peter figured that the janitors must have cleaned it recently. He stashed his clothes in one of the lockers and then exited the locker room to wait with the rest of the class in the hallway outside of the gym.

A small crowd of students in identical blue shirts and yellow shorts stood around waiting for Coach Wilson to show up. Peter's eyes immediately searched for Ned or MJ, but neither one of them were there yet. Instead his gaze fell on Flash and Gwen, who were standing a little farther down the hallway. Unlike usual, they didn't look like conjoined twins today. Gwen stood with about a foot of distance between her and Flash. Flash had his back turned to him, but he could easily hear him talking with Gwen.

"So, my dad is going on a business trip tomorrow and my mom is going with him. Wanna come over? We'll have the place to ourselves." He said, a hint of desperation lacing his voice. Gwen didn't seem to be paying him much mind. Her eyes were sifting through the crowd, like she was looking for someone.

"Mmmm, yeah maybe." She replied vaguely. Flash shifted his weight on his feet nervously.

"C'mon, Babe. We'll do whatever you wanna do. It'll be great!" He insisted. Just then, Gwen's eyes found Peter's. A wide smile stretched over her face as she looped her arm around Flash's waist, pressing her body into his side.

"Yeah, sure!" She said brightly. Her words were meant to be a reply to Flash's request, but her gaze never left Peter's. He felt uncomfortable under her gaze and nervously scuffed the toe of his shoe on the linoleum. He noticed then, that Flash had turned his head in his direction, following Gwen's line of sight. Peter saw the elated expression on Flash's face fall. His eyes narrowed and he quickly looked back to Gwen while tightening his arm around her.

"Alright," Coach Wilson said as he approached the class in the hall. "We're starting a new unit today; Basketball. So y'all get in the gym, run three laps for warm up, and then split into pairs and grab a ball."

The class shuffled in to the gym and started to run the laps. Peter found himself running at a slow pace along side Ned. He did this to keep up the appearance of being the unfit boy he had been prior to the spider bite. However, ever since Gwen had joined them in the beginning of January, Peter found that he had to limit his physical exertion out of necessity. By this time of the day, his headache was always pounding away steadily, causing him to feel light-headed if he ran too fast. Peter couldn't wait for spring, when it would be warm enough for them to have outdoor P.E classes on the field. The gym was so stuffy, trapping the mixture of sweat, deodorant, and perfume in the poorly ventilated room. So Peter jogged at a snails pace, concentrating mainly on his feet.

He could hear the approaching foot steps of the more athletic students lapping him. Suddenly, he felt a body slam in to his side, knocking him off balance. He stumbled for a moment, but remained on his feet. Flash, now a few steps ahead of him was looking over his shoulder at him.

"Move it, Penis Parker!" He called snidely.

Peter blinked in confusion before finding his feet and starting to jog again. It had been a nice break, this past week, when Flash had left him alone. But now he was back to his old teasing. What had changed? Also, why was Flash acting like this in the middle of class. He usually kept his bullying for outside of class, where teachers wouldn't catch him. Peter looked around and didn't see Coach Wilson anywhere in sight. Then he saw that he was sitting in the cramped coach's office. Peter could see through the small office window that he was writing something on his desk, not paying any mind to the students.

A few minutes later, the class had finished warming up and had split in to pairs. Peter stood with Ned, like always, a basketball tucked under his arm. For a minute, the class stood there, gaze focused on the coach's office, waiting for him to notice them.

"Hey, Coach!" One of the boys called. Through the window, the class could see Coach Wilson's head snap up in surprise. A small round of laughter rang throughout the group. "What now?!" The boy asked. Coach Wilson poked his head through the door.

"You half," he said while indicating to the left half of the group, "practice shoot hoops. You half," he indicated to the right side, "practice dribbling and passing". He disappeared behind his desk again leaving the class in his wake.

"Coaching at its finest." MJ drawled, causing the class to laugh around her.

"I heard that, Jones!"

The class laughed louder.

Peter and Ned moved over to the nearest hoop and started to half heartedly shoot hoops. Neither one of them scored. Instead they bantered in hushed tones over who would win in a fight, Thor or the Hulk. Ned was firm on his stance that super strength would give Hulk and edge, while Peter thought that Thor's lightning would beat Hulk, any day of the week.

"Nuh-uh," Ned said while throwing the ball at the hoop. It missed. Again. "Radioactive strength beats electricity. You know that better than anyone."

"Shut-up!" Peter hissed in a stage whisper, glancing around to see if anyone was paying attention to them. No one was. In fact, everyone was half-heartedly participating just like they were. The gym was loud from everyone's different conversation, no one would have heard them anyway.

A shrill blast from a whistle caused Peter to flinch.

"Alright," Coach Wilson called, striding forward in to the gym. "Everyone shooting hoops, you're on a team! Everyone passing and dribbling, you're the other team. Let's do this!"

For the remainder of the period, they played their game. Peter, for the most part, tried to stay away from Flash. He really seemed to have it out for him today. He was constantly body checking him, trying to knock him over. Peter looked around for Coach Wilson, but saw that he had snuck back into his office.

Huh. So they were playing without a referee? This period really was completely pointless. As it was nearing the end of the period, Coach Wilson reappeared carrying a sealed manila envelope in one hand.

"I need a volunteer to take this down to the office." He said while holding up the envelope. No one said anything. "Thompson, take this down to the office." He ordered. Flash groaned in annoyance, but he took the envelope and left the gym. "The rest of you go get changed and wait for the bell to ring."

Peter set off for the boy's locker room again, falling in to the same old routine. Changing while avoiding eye contact with other students, and trying to ignore the nauseating stench of Axe body spray and body odour. Soon after, he and Ned stood with the rest of their class in the hallway outside of the locker rooms. They were waiting for the last couple minutes in the period to end, so they would be allowed to leave for lunch.

"I'm just saying, If Hulk and Thor were in a gladiator style battle, Hulk would totally win." Ned said, continuing their banter from earlier. Peter, despite his pounding headache, felt himself crack a smile in amusement. He noticed Coach Wilson duck in to the boys locker room to search for any forgotten items. Across the hall, Coach Johnson, who coached the girls teams, went to check the girl's locker room.

"Why would they be in a gladiator battle?" Peter asked, turning his focus back to Ned. Ned sighed in exasperation.

"I dunno." He stated. "The Avengers gotta find someway of jazzing up their Saturday nights."

Peter laughed at that. The mental image of the Avengers having a thunderdome style caged death match while chanting 'two men enter, one man leaves!', caused him to snort in laughter.

Suddenly, his laughter cut off abruptly and his nose crinkled in revulsion.

A burning wave of vanilla hit him.

He looked to his right to see that Coach Johnson had reappeared, standing about a foot from him. She was holding a blue gym shirt in her hand and waving it around for the crowd of students to see.

"Ladies! Whose shirt is this?" She called. "C'mon, you know the drill, anything left in the change room over the weekend goes in to the lost and found!"

Without thinking about it, the back of Peter's hand rubbed at his nose, trying to dispel the scent in anyway.

"Gwen's." He mumbled to himself, in an aggravated tone. Someone near him laughed a bark of laughter, and Peter felt himself jump in surprise. He looked up to see one of the boys in his class was the one laughing. He was also giving him an odd look.

"Oh, man! Did you sniff her shirt? That's next level creepy!"

Peter felt his cheeks heat up. Why had he said that? It had just slipped out, he hadn't meant for anyone to hear. Everyone was staring at him now, and several others were laughing.

"What? N-no! That's not-!" He stuttered out, but the damage was done. His voice was drowned out in the din of laughter. Humiliation wrapped around him like a warm blanket, making his cheeks burn even brighter. He glanced over to Gwen and saw that she was staring at him too. She wasn't laughing, like Peter thought she would. Rather, she was smiling in a very satisfied way. Her expression was smug as she stepped forward to claim her shirt.

Why was she looking at him like that?

Before Peter could think to much about it, the bell rang. He hurried down the hall, not bothering to wait for Ned, and headed for the cafeteria. He found an empty table and sat down. His head was throbbing, and he felt miserable. So he closed his eyes and rested his head on the table, pillowed by his arms.

How did everything go so wrong so fast? Wasn't he thinking, just a few hours ago, that this was going to be a good day? He grimaced at the irony.

The cafeteria was quickly filling up with people. The noise was starting to become overwhelming, so he fished around in his pockets until he found his noise filtering earphones. He sighed in relief and then buried his head back in to his arms, content to stay that way for all of lunch. He felt a weight settle on the bench beside him. Looked up, he saw Ned beside him, his lunch tray on the table. There were two burgers on it, instead of the usual one. Without saying anything he placed one of the burgers on the table in front of Peter, and waved off Peter's mumbled 'Thanks'.

"Okay, I think we've established that Hulk would wipe the floor with Thor." Ned stated and Peter laughed a little as he straightened up. "The real question is, could Iron Man beat the Hulk? Cause, you know, Tony Stark is a genius but he's just a guy. Can brains beat super strength?"

"Of course he can. Mr. Stark can take on anyone." He replied, fondness permeating his voice. He took a bite of the burger and mulled over his thoughts while chewing. "Actually, Mr. Stark did invent armor strong enough to take down the Hulk."

Peter felt a familiar chill run up his spine, causing his arm hair to rise up. _Danger_ , his body whispered. He whipped his head around and saw Flash stalking towards his table. Peter felt a knot twist in his stomach. It wasn't that Flash had never confronted him before, he did that all the time. But this was different. Flash's face was twisted with a rage that Peter had never seen on it before. Hesitantly, he got to his feet just as Flash reached the table.

"What the fuck, Parker!? You trying to steal my girl?!" He yelled. The cafeteria had grown quiet as everyone turned to see what was going on. Peter blinked in surprise. He held up his hands in a placating way.

"No! I don't even like-" His words were cut off as Flash's fist cracked across his cheek. He could have dodged, but he was Peter Parker right now. Not Spider-Man. So he let Flash land the blow and felt his balance get thrown off. He let himself fall, since there was no way that Peter Parker could have taken a blow like that.

Peter lay on the floor, his upper body propped up by his elbows as he tried to stand. His stomach twisted in anxiety. Flash had never physically hurt him before. He had taunted and teased, but this…

Flash was kneeling over him, his eyes narrowed and Peter flinched from the hatred he saw in them. With one hand, Flash gripped the front of Peter's shirt, with the other he raised his fist again. Peter held up his arms to protect his face, but then he felt the fist settle in to his stomach. He exhaled a sharp breath and lowered his arms to cradle his stomach. Over Flash's shoulder, Peter could see Ned trying to pull Flash off, but to no avail. Flash shrugged him off.

"She's mine!" He shouted while punching Peter in the face again. Peter could taste blood running down the back of his throat. "You take _everything_ from me! You can't have her too!". Another punch struck him and he felt a small crack in his nose. Peter's brow scrunched in confusion. The action stung and he figured that one of his eyes was probably swollen. He took everything from him? What did he mean? Flash was pulled off of him by one of the teachers. Despite the presence of an authority figure, Flash still struggled. Eventually, he stopped. Peter could see sense returning to Flash's face, although the burning hatred also remained there.

"Dude, are you okay?" Ned asked as he helped him up to his feet. Before he could respond, the teacher that had broken up the fight spoke up.

"Can you take him down to the nurses office?" He asked Ned, who nodded his head jerkily. The teacher directed his attention to Peter. "After the nurse has fixed you up, come down to the office and we'll sort this out."

Ned grabbed Peter's arm and slung it over his shoulders. Peter didn't need Ned's help to walk, but for appearances sake, he leaned on him a little and feigned a limp. They walked down to the nurses office together, and Peter tried to ignore the stares from the other students. He could feel the blood drying on his face.

Ned was eerily quiet. Normally he was a rambling mess when he was stressed or worried or, well, feeling any kind of extreme emotion. Peter glanced over at his friend and was startled to see a hard look in his eyes. Ned was never meant to look so stoic. It didn't suit him. Peter's mind searched for a distraction.

"You know, I think I'm gonna have to change my mind about Thor." He stated as nonchalantly as possible. Ned said nothing, so he continued. "If the gladiator fight prohibited weapons, then there's no way he would win. 'Cause, you know, he can't shoot lightning or fly without his hammer". He glanced out of the corner of his eye and saw that Ned's expression remained stony.

They reached the nurses office and Ned was dismissed by Nurse Hansen.

"Lunch is almost over, you should get going Mr. Leeds. Don't want to be late for class."

Ned gave Peter one last worried glance. Peter tried to send him a reassuring smile, but it felt more like a pained grimace. God, his head hurt. Those punches really weren't helping his headache at all. Ned left, and Nurse Hansen started to patch him up. Fortunately, nothing was broken. His face was swollen, bruised, and his lip was split. But it was nothing that wouldn't be healed by tomorrow. He answered all of the nurse's tedious questions and tried not to flinch to hard when she shined the pen light in his eyes. He breathed a sigh of relief when she lowered the light, and gave him one last assessing look.

"Okay, Mr. Parker. You seem to be fairing pretty well. Do you think you can walk down to the office on your own? Or would you rather that your guardian come here to pick you up?"

Peter stared at her for a moment. His guardian? May was on a plane headed for Denver. What was she talking about? Despite his confusion, he decided not to ask questions. He was eager to leave the nurses office. The scent of sanitizer and antiseptic was making him a little light headed.

"Ummm, it's fine. I can get myself down to the office." He said quickly while leaping to his feet. "Thanks Nurse Hansen." He added with a smile. His cheek smarted, causing his smile to fall. Nurse Hansen smiled and walked with him to the door.

"Anytime, Mr. Parker. Hopefully, I won't be seeing you anytime soon."

He gave a short laugh before waving at her and setting off towards the office. Idly, he wondered what would happen when he got there. He only had May, and she was unreachable right now. Would they send him home without anyone coming to pick him up? A horrible thought struck him as he entered the office.

Would May have to cancel her trip and get on a plane back home? Did he ruin everything?

He sat in one of the hard chairs in the waiting room, and glanced up to see Flash sitting across from him. His brow was knitted together into a hard line and his eyes were stormy. Peter felt himself recoil in to his chair. He recalled Flash's words from earlier.

' _You take everything from me!'_

Did he? He thought about it and with a sinking feeling, he supposed there was some truth to his words. Flash was his alternate on the decathlon team. If he wasn't there, Flash have a place on the team. In class, teachers often called on him to correct Flash's mistakes. That must have been humiliating. He never considered the effect that it was having on him. He felt guilt settle over him. He was at a loss over what to do. How could he fix this?

Peter heard the office door open and he glanced up to see a man in a sharp business suit stride in. He must have been Flash's father. The man spared Flash a single glance before he went to talk to the secretary in a rather heated voice. A moment later, Principal Morita came in to the room, a wary expression on his face.

"Hello, Mr. Thompson. Thank you for taking time out of your day to pick up your son-"

"Not like I had a choice, did I?" Mr. Thompson interjected rudely. "I got a call at work saying that my son has been given a suspension from school!"

"Yes, he has. He attacked a student and-"

"This is an outrage!" Mr. Thompson yelled. Peter flinched as his voice echoed in the small room. "Do you know how much money I donate to this school? How dare you give my son a suspension!"

"Our school has strict rules on bullying and violence." Principal Morita explained. Peter was surprised to see how tall he stood despite Mr. Thompson's overbearing presence. "As this is Eugene's first offence, the suspension will only be for two days-"

"What about him?!" Mr. Thompson pointed a finger at Peter, who felt himself freeze under the attention. "Why isn't he suspended too?"

Peter heard the office door open, and the familiar scent of aftershave washed over him.

"Cuz this wasn't a fight." Happy's cold voice came from Peter's left side. Looking up, he saw the man standing by his side. "Your asshole son attacked Peter. And if you think that yelling will get your son out of this shit, then scream your head off."

Happy's voice was even toned and as hard as steel. All at once, Peter recalled that Happy had been Mr. Stark's body guard before he was Iron Man. Peter could see now why Mr. Stark had hired him. The guy could be super intimidating when he wanted to be. Mr. Thompson folded like a house of cards. Principal Morita was the first to recover from his shock.

"You must be Mr. Hogan." He greeted warmly.

"Yep. You got something I need to sign?" The secretary gave him a paper to sign. Happy hastily scribbled his signature then turned his attention to Peter. His eyes did a once over of Peter's body, and his aggravated expression softened. "Alright, Kid. Let's go."

Peter stared at him with wide eyes before rising from his chair and following him out the door. After a moment, he realized that Happy was leading them to the front doors.

"Wait!" Peter blurted louder than he intended. His voice echoed in the empty hallway, and Happy turned to look at him. "I gotta go get my backpack from my locker."

Happy gave him an exasperated look.

"Seriously?" He asked. Peter wasn't sure why he was surprised. Of course he need his books and stuff. The weekend was about to start. If he forgot them, he would be screwed for Monday.

"Yeah. Be right back!" He called over his shoulder as he hurried down the hallway. He heard Happy grumble something under his breath that sounded like ' _not part of his job description'_ and _'when did he become such a soccer mom'_. Not wanting to inconvenience Happy any more than he already had, Peter started to run to his locker to grab his stuff. His head gave a painful throb causing him to stop for a moment and place a hand on his forehead. Okay, so running was out. He settled on speed walking instead. Class was in session, so the halls were mostly empty. He quickly reached his locker, grabbed his stuff, and then returned to Happy. He was waiting near the front doors.

"You good?" Happy asked. "You don't have to use the washroom?" Peter stared at Happy with an unimpressed look.

"I'm not a toddler, Happy." He said flatly. Happy cracked a smirk before pushing the door open and ushering Peter out. The cold air hit Peter's face. It felt nice against his bruises and cuts. They walked in silence for a few paces, while trying to avoid icy patches on the walkways. "Thanks for coming to get me. You didn't have to." Peter saw Happy's annoyed face relax a little.

"Yeah, I did." He said, while sidestepping a puddle of slush in the parking lot. Peter could see Happy's sleek black car among the student's cars. "Making sure you're okay is kinda my job now." He added without any bite to his voice. Peter felt a little embarrassed by that admission. He wasn't a little kid. He didn't need to be constantly watched.

"So, the school has your number?" He asked, trying to change the subject. They had reached the car now, and Peter grabbed on to the door handle.

"Not exactly." Happy smirked again, before climbing in to the driver's seat. Peter raised an eyebrow in confusion, despite the fact that no one could see it. He pulled open the door and climbed in to the back seat.

Mr. Stark sat on the other side, looking as relaxed and suave as ever. Or at least he did for a moment. He eyes did a once over sweep of Peter's body, like Happy's did, and his eyes crinkled with worry in the corners.

"It's boss's phone number that they have, but my name is listed under the contact name." Happy explained while peering at the two of them through the rear view mirror. Peter felt his jaw drop. Mr. Stark was his secondary emergency contact at school? He knew that Mr. Stark liked him. They got along well and had fun together tinkering with engines and formulas in his lab. But this…

"That looks pretty painful." Mr. Stark said, concern lacing his voice. He gestured with one hand to Peter's battered face. Peter winced as he was reminded of the pain that his shock had momentarily suppressed.

"Yeah, but it's not so bad." Peter said tiredly. He rested his head back on the headrest with a soft thump. "Nothing's broken, so ya know, could be worse." Mr. Stark eyed him with incredulous look while shaking his head slightly.

"You really do have a gift for finding the silver lining in shitty situations, don't ya Pete?" He asked rhetorically while fishing something out of his jacket pocket.

"Mmmm." Peter hummed in a noncommittal way. There wasn't really an answer for that, was there. What's the alternative? Be miserable? Mr. Stark tossed a small pill bottle at him, which he caught in midair. He looked at the bottle, but saw no label on it. "What's this?"

"It's an anti-inflammatory medication that Helen whipped up. It's strong enough to treat the daily aches and pains of spider-boys."Mr. Stark replied with a hint of a smile pulling at his lips. "Basically it's extra, extra, extra, extra strength ibuprofen." He added while handing Peter a bottle of water. Peter immediately unscrewed the cap and downed one of the pills, eager to ease the pain behind his eyes. And around his eyes. And in his lip. And, well, everywhere else. He noticed the pain killer taking effect almost immediately, which caused him to smile in spite of his swollen cheek.

"So, it's Spidey-profen?" He asked. His smile grew wider at Mr. Stark's deadpan stare.

"Has the day really come that I'm allowing ground breaking inventions to be named after lame puns?"

"You named one of your inventions B.A.R.F." Peter shot back.

"Touché." Mr. Stark replied with a growing smirk. Peter could feel the medication spreading and soothing all of his aches. He sighed and closed his eyes.

"I gotta thank Dr. Cho next time I see her. This is already so much better."

"You look rough for a guy who can take on criminals three times his size." Mr. Stark's voice sounded a bit accusatory. Peter opened his eyes to give him a questioning look. "Care to explain why you didn't fight back?"

Peter felt as though he had been doused by cold water. How could he explain this? The memory of Flash's pure hatred made his stomach twist with guilt. The car was stopped at a red light and Peter could feel Mr. Stark's gaze focused on him. He glanced up to see that Happy was also looking at him in the rear view mirror. Silent, but waiting for an explanation as well.

"I don't know." He finally mumbled, hoping that Mr. Stark would drop it.

"Yeah, I'm not buying it." Mr. Stark said without missing a beat. "Try again."

"I never could have taken anyone in a fight before. It's not right to use super strength to win against normal people." He admitted. That was part of the truth, and he hoped that it would be enough to satisfy Mr. Stark. He didn't want to think about what Flash's hatred meant. What that said about himself as a person. "Or, you know, normal people who aren't criminals." He added sheepishly.

"That's bullshit!" Happy stated firmly. Peter jumped in his seat, surprised by the conviction in his voice. "If someone is attacking you, protect yourself! Pull your punches if you have to, but don't let yourself get beat just cause your stronger than your opponent."

Peter blinked in surprise and then felt a warmth spread in his chest at Happy's gruff concern.

"Happy's right. You should always protect yourself, whether it's from criminals or school yard bullies." Mr. Stark added. He was still watching him with a calculating gaze. Peter squirmed uncomfortably in his seat. "But all of this does beg the question; why would anyone want to hurt a happy-go-luck fellow, such as yourself?" He added, and Peter felt himself deflate under the weight of the question.

"It's a long story, Mr. Stark." Peter responded dully, in a vain attempt to dissuade the man from prying.

"It's a long drive to the compound. Let's hear it."

Peter perked up at that, shooting Mr. Stark a puzzled look.

"I'm not going home?"

"Of course not." Mr. Stark said, his voice exasperated. "Picking up an injured kid from school, just to ditch him at home alone is irresponsible, even for me."

"But I don't have any clothes or-" Peter began to ramble before Mr. Stark cut him off.

"You have a room, remember? It's fully furnished and stocked with all the stuff a teenage boy needs; books, every gaming console on the market, and nerdy t-shirts galore."

For a moment Peter sat in stunned silence. An amused smile spread over Mr. Stark's face.

"Oh." He said in a small voice, causing Mr. Stark to laugh. In spite of the excitement, he was suddenly reminded of his promise to text May four times a day. He pulled out his phone.

' _The apartment is still there, but I got beat up at school. I'm ok tho. Mr. Stark got me. Going to the compound for the weekend.'_

He sent the text. And looked up to see Mr. Stark giving him a curious look.

"Just filling May in on what's going on." He explained and Mr. Stark nodded appreciatively before shifting in his seat and leveling Peter with a determined stare.

"So, circling back to my original question," He began, and Peter felt his heart sink. "why would anyone wanna fight you?"

Peter sighed tiredly, but knew there was no getting out of it. So he decided to start at the beginning.

"It all started in the beginning of January, when Gwen Stacy transferred to my school."

The whole story tumbled out of his mouth, in one long monologue. Mr. Stark never interrupted him. He just let him talk while nodding in some places and mumbling "Mmmm" in others. He recounted how Gwen became his lab partner. How she had been friendly with him, and then how she started showing up everywhere he was. How she asked him out, but he didn't want to date her.

"Why not?" Mr. Stark asked. There was no judgement in his voice, just genuine curiosity.

"I just don't like her like that." Peter responded with a shrug. "Plus, she wears a vanilla perfume that probably smells nice to other people, but to me is just too much. I get a headache just being around her."

Mr. Stark's eyes lit up with understanding, like he had been given the final piece of a puzzle. He gestured for Peter to continue, so he did. He told him how Gwen started dating Flash and he thought everything was going to be fine after that. He felt his face pinch in confusion while recounting the final part of the story. Gwen had been cold to him, and he didn't understand why. He felt like whenever he was with her, he was out of the loop. Like things were happening around him that he didn't understand.

"So then, Coach Johnson started waving Gwen's shirt around asking 'whose shirt's this?'. And I said 'Gwen's'." Mr. Stark raised his eyebrows and Peter felt himself flush, embarrassed by his mistake. "I don't know why I said that, it just slipped out." He mumbled. "But then someone saw that I was making this 'ewww, gross overpowering scent face'." Mr. Stark laughed a little as Peter twisted his face in to that expression to iterate his point. "And he put the pieces together that I could smell the perfume, and he made a big deal out of it. And then, I guess Flash found out about that cause he beat me up."

The car was silent for a moment, as Peter finished the story. Mr. Stark ran a hand through his hair and let out a worn-out huff.

"I don't miss high school, not one damn bit." Happy said from the driver's seat. Peter had nearly forgotten that he was there. The man was so quiet. Mr. Stark hummed in agreement at his words.

"Underoos, I got so much to teach you about girls." Mr. Stark said while eyeing him with mild amusement. "Long story short, Gwen sounds like a stuck-up bitch. Her pride got a wounded when you rejected her, and then she started to date someone else to make you jealous."

"Oh." Peter said, shock evident in his voice. "I didn't get that."

"Yeah, you got caught up in a bunch of 'high school drama'. I think that's what the kids are calling it these days." Mr. Stark said while rolling his eyes. Peter nodded his head in agreement, but only half heartedly. His mind was far away, remembering how Flashes eyes bore in to him with loathing. Peter looked down at his hands, his shoulders sagging.

"There's something else, isn't there." Mr. Stark's voice floated over from his side. He didn't look up at him. He knew if he did, his last remaining wall would crumble. He didn't want to Mr. Stark to know. He didn't want Happy to know.

' _You take everything from me!'_

The words rung in his ears. Peter felt cold, like ice, and frozen in more ways than one.

"No, I'm fine." He said instead. He heard a buzzing noise, and looked up to see the separating screen between the driver and passenger seats rise up. He looked over at Mr. Stark, whose eyes were crinkled with worry again. Something in him crumbled.

"I wasn't mad at Flash. I didn't want to fight him." Peter's voice was strain under the weight of his guilt. The lines in Mr. Stark's face deepened and his eyes softened.

"I know you didn't."

"He hates me now. I saw it, when he was beating me. Hates me." Peter felt tears begin to prickle at his eyes, so he dropped his gaze and turned his head so Mr. Stark wouldn't see. "I mean, we were never friends. But I know he didn't hate me either." He added in a low voice. "He said I take everything from him. And I thought about it while I was waiting in the office. He's not wrong-"

"No, he _is_ wrong." Mr. Stark's stern voice cut him off. The conviction in his voice surprised Peter. He looked over to meet Mr. Stark's harder gaze. "Peter, there will always be people in the world who resent their mediocrity and take out their frustration for their short comings on other people. Hell, I knew a guy once who resented me so much that he worked with a corrupt senator to defame my name, question my credibility, and then he hired a Russian terrorist to build an army of killer drones. Ah well, that's a story for another time." Peter felt his eyes widen at the reminder. He remembered that day all to well. The day he and Mr. Stark had first met. Mr. Stark continued before he could dwell on it for too long. "My point is, you can't hold yourself back because other people are insecure. You're a brilliant kid, and someday you'll be an amazing man. Whether you choose to remain in the line of hero work, start a company, or become a doctor and bury yourself in research and development, you're going to do great things."

 _'It's something else. Something in you. You can do anything, and you'll be great at whatever you choose to do.'_

Ben words from long ago whispered in his ear. Peter felt a warmth spread throughout him. His heart felt light. Lighter than it had felt in a long time. But at the same time, it also felt heavy with the gravity of his affection that he felt for the man next to him. He had no words to express what Mr. Stark's words had meant to him. His throat felt tight, and he doubted that he would be able to say it even if he did have the words.

"Thanks, Mr. Stark." He choked out. Mr. Stark reached out and grabbed his shoulder. His thumb rubbed soothingly against his shoulder blade. The weight of his hand grounded Peter, and he felt himself gradually calm down. Peter straightened up in his seat and felt Mr. Stark's hand pull away. He cast a glance out of the window. He had been to the compound enough times recognize the landmarks near it. They were almost there.

"I finished the schematics for the cloaking device in the Iron Man suit."

Peter felt his eyes widen in excitement as he whipped his head around to look at Mr. Stark. A smile lit up his face at Peter's reaction.

"Really?" He asked, his voice pitched higher than normal. "Is that what we're gonna do this weekend? Install it in the suit?"

"Sorry, Pete. I don't want to crush your dreams but that's still a little to advanced for you." Peter couldn't stop the crestfallen look fell over his face. "I just brought it up to let you know that we'll be starting a new project." Mr. Stark continued. Peter perked up at the idea.

"Oh. What is it?"

"I was thinking of launching a line of electrically heated under clothes."

Peter felt his smile drop a little. That idea sounded awfully familiar. In fact, that was essentially what he had been using his suit for during the day, for the past week or so.

"Did Karen snitch on me?" He asked, suspicion creeping through his voice. Mr. Stark raised an eyebrow at him.

"AIs don't keep secrets from their creators." He said in a tone that suggested that he was stating the obvious. Like how one would say 'water is wet'. "I ask a question and they sing like song birds."

Peter narrowed his eyes at Mr. Stark, who flashed him a winning smile. Dammit, he didn't want Mr. Stark to think that he was some delicate little snowflake who couldn't handle a little cold weather. But then again, his mind argued, it would be nice to not have to change out of his spider suit in a stanky washroom every morning. Out of the window, he saw the compound's long drive way come in to view.

"Well, I hate to break it to you Mr. Stark but electrically heated clothes already exist." Peter shot back, trying to hid his embarrassment behind humour. Just like Mr. Stark had taught him, albeit inadvertently. Mr. Stark rolled his eyes.

"Yeah, but can they spread across your body, adjust to the proper size, and retract in to a wristwatch?" Peter gaped at him. That sounded so cool. He suddenly felt super stoked to start the project. Mr. Stark smirked at him. "I could always use an extra set of hands." He added suggestively.

"Onwards, grease monkey!" Peter cried. Happy parked the car and Peter already had one hand on the door handle.

"Ahhh! Hold on a minute!" Mr. Stark called to him, making Peter's hand retract. "We got all weekend for lab tinkering. You're going to take it easy until your face doesn't look like a lumpy plum. I got a strict 'no bruised up kids in the lab' rule."

Despite his excitement at the prospect of the new project, Peter felt tired from the stress of the day. Instead of arguing that he was fine, as he normally would, he nodded his head in acceptance.

"Alright, Mr. Stark."

Mr. Stark rubbed a hand over his chin as he feigned being in deep thought.

"You know, I believe that watching a movie falls under the category of acceptable 'recovering from a beating' activities." He said nonchalantly. Peter shot him a smile.

"Do I get to pick?"

"Sure thing, Kid." He said, and then moved to get out of the car. Peter followed after him a second later. They started to walk together through the garage when Mr. Stark added. "FRIDAY will direct you to your room. Go put your backpack away and meet me in the entertainment room in 20 minutes?"

Just then, Peter felt his phone vibrate in his pocket. He took it out and glanced down at the screen. A picture of May, sitting on their coach, feet on the coffee table, drying her toe nails from a pedicure stared back at him.

' _Incoming call: Aunt May'._

Peter felt himself heave sigh and glanced over to Mr. Stark.

"Better make that 40 minutes."

 **AN: For the record, I know that Gwen isn't a mean girl in canon. But since SM:HC changed so much about the characters, I decided to rewrite her character so that it suits the needs of this story.**

 **Credit where credit is due. I got the idea of Tony making discreet tech for everyday wear from another story, '5 Times Tony Regretted Peter's Enhanced Senses' by losingmymindtonight. In fact, as you can guess by the title of her story, it inspired me to write this fic. Her story is more about sensory overload in general, while mine focuses one chapter on each sense. It's a great story, check it out if you haven't already! I'm also lifting the idea of Peter being affected by the cold because spiders can't thermoregulate from her other story 'He's My Intern?'. It's another great fic, full of the Irondad Spiderson feels.**


	6. Taste

AN: **Well, here is the end of the 5. After this there's just the +1. Are you excited? I'm excited!**

 **Taste**

Sometimes, Peter really wished that he had the ability to think ahead. He wished that he had the patience to stop and think his actions through before he did something rash. As Spider-Man, when he failed to think ahead, the result would often lead to a hasty escape from a dangerous situation. As Peter Parker, failing to think ahead had less deadly consequences, though they were nevertheless dreaded. It would seem that no matter how many times he found himself in preventable trouble, his brain refused to learn its lesson.

Peter sat at his desk in his room. Early morning sunshine was streaming in through his window, bright enough that he didn't need to turn on the lights. In front of him, a roll of Star Wars birthday wrapping paper sat on the desk. Not for the first time, he cursed his inability to think things through. This was the only wrapping paper in the house, which would have been fine if he were wrapping Ned's birthday gift. Before now, 100% of the birthdays that he had gone to had been for Ned. Star Wars wrapping paper was welcomed there. However, he wasn't wrapping Ned's gift. In his hand was a pack of water colour pencils. His gift for MJ. He visibly cringed at the thought of giving her anything that was Star Wars themed. Even if it was just the wrapping.

He had picked out her gift weeks ago, why hadn't he thought to buy a roll of normal wrapping paper? Well, he did know why. He just had too much on his plate right now. He was spending more and more time with Mr. Stark, working in his lab. In addition to that, he did nightly patrols, went to school, and made time for his and MJ's upcoming science fair project. He found himself feeling weary more often than not these days. There weren't enough hours in the day to accomplish it all, but he also couldn't bring himself to cut any of those activities out of his schedule.

With a defeated sigh, he resigned himself to giving MJ the pencils as they were. Placing them in his back pack, he stood and swung the bag on to his back in one fluid motion.

From the kitchen he could hear something sizzling, and the enticing scent of a hot breakfast lead him to the kitchen. In front of the stove, May stood with a flipper in hand. She was watching over a frying pan with an intense focus, like she was anticipating its imminent combustion. Peter struggled for a moment to stifle his laugh, before giving up. His laughter echoed in the small kitchen. May spared him a brief glance, a smile curling her lip. She returned her gaze to the frying pan, flipper poised at the ready.

"Concentration is key." She muttered with mock seriousness. "If my attention strays, even for a moment, we both know that this will end up being added to the long list of breakfast casualties."

Peter nodded his head in agreement, though May couldn't see it. Pulling open the cutlery drawer, he picked up a couple of forks and knives for him and May.

"That smells great!" He said while sliding in to one of the kitchen chairs, placing his bag near his feet. He gave the air a sniff. "Eggs, bacon, cheese, spinach, onion, and…" he trailed off before drawing one more long sniff. "Red pepper." He concluded. "You really went all out on that omelet."

May turned to look at him, a plate in each had. She had the same surprised look on her face that appeared whenever she was reminded of his enhanced abilities. After a moment, it disappeared. She shook her head in exasperation while placing the food on the table.

"Huh, so your super sniffer can smell all the different ingredients, but it's too uncultured to know that these are frittatas, not omelets?"

Peter's head cocked to the side as he examined the food more closely. What the heck was a frittata? This omelet doppelganger, apparently.

"Frittata?" He asked while taking a bite. He felt his mouth curl in to an uncontrollable smile as the taste exploded in his mouth. His heightened sense of taste intensified the flavor of anything he ate. Honestly, his heightened sense of taste completely made up for all the other crap he had to deal with his other senses. Sure, he had episodes of uncontrollably itchy skin, and he couldn't stand to be around heavy fragrances. And, yeah okay, it was super annoying and sometimes embarrassing when he overheard something that was not meant for his ears. The silver lining in all of this was that food that tasted good before the spider bite, now tasted divine.

"Yeah, I thought I'd go back to my Italian roots." May said, breaking Peter's train of thought. "How does it taste?"

"Like an omelet." He replied with a smirk. He laughed as May gave him a withering look and moved to slap his arm lightly. He dodged it easily. "It's delicious, May. What did I do to get such a fancy breakfast?"

May shrugged her shoulders nonchalantly while stabbing some more not-omelet on to her fork.

"I just thought I'd give my boy a hearty breakfast on vaccination day." She stood suddenly and moved to open the refrigerator. "Also, I packed you a lunch." She added, pulling out a brown paper bag that was stuffed with so much food that the top of the bag couldn't be folded over. Peter felt his eyes widen at the sight.

"Whoa."

May placed the lunch on the table, with a slight thump. She regarded his reaction with a critical gaze.

"Too much?" She asked. Peter hastily shook his head. For him, there was no such thing as too much food.

"Not at all. I got hollow legs, remember? Nothing goes to waste." He said brightly, taking the lunch from the table and putting it into his back pack. It barely fit. "You know that the nurses give us cookies and juice boxes, right? You didn't need to empty the fridge just to make me lunch." He added. May chose to ignore his comment.

"You got everything?" She asked. Peter nodded his head while hastily eating the last of his breakfast. "Consent form and waiver?" She pressed and Peter rolled his eyes while nodding again.

This year, for the first time ever, Midtown High School had received funding to support an affordable vaccination program so that students in the tenth grade could get the Tdap and Meningococcal vaccines. Since this was the first year that the school was running this program, all students in the tenth grade and above were eligible for the vaccines. After this year, it would only be available for sophomores. Peter knew that the cost of vaccinations could be quite expensive. There was no way he would miss out on this opportunity because he forgot his consent form.

"Aren't you meeting up with Michelle before school?" May asked, a coy smile played at the corner of her lip. Peter felt his stomach lurch at the reminder, as it often did now when he thought of MJ. It wasn't an unpleasant sensation, just different.

"Yep." He replied as his eyes darted to the oven clock. 7:00. He lept to his feet and scooped the back pack on to his back. May watched him with a knowing twinkle in her eye, which caused Peter to feel a twinge of annoyance.

"Better hurry up then. She didn't strike me as the kind of girl who will tolerate being kept waiting."

Peter nodded his head in agreement and hurriedly rinsed off his plate in the sink.

"I'll take care of that," May said, nodding her head towards his dirty dishes.

"Thanks, May!" He replied earnestly. He walked up behind her chair and wrapped her in a one-armed hug. She patted his forearm.

"Yeah, yeah. Get going." She muttered without any bite. Not wanting to be late, Peter heeded her words and quickly left the apartment. He had planned to meet with MJ at the school where they would review the foundation of their science fair project. He also planned to give her birthday present then. Butterflies flapped in his stomach at the thought. MJ was a bit unpredictable. He had never given her a gift before, so he had no idea how well it would be received.

Ever since that day in late January, when Flash had beat him up, he and MJ had become closer friends. They were now lab partners in chemistry. Apparently, the school, having found out the root cause of Peter and Flash's fight, had ordered that Gwen and Peter no longer be paired together. Mr. Jeffries had made an exception in his alphabetical seating plan in order to place Peter with a different lab partner. And so, Peter and Ned had switched partners, Mr. Jeffries muttering all the while about teenagers and hormones. The whole experience had been embarrassing for Peter, but at least he didn't have to deal with Gwen anymore.

Being partners with MJ was much different than being partners with Gwen. Gwen was a person who acted nice. She always knew what to say, and how to carry herself, and how to get people to like her. After that incident, Peter had figured out that her nice act was just that; an act. MJ was completely different. She was, at times, prickly and abrasive. MJ was not nice, like Gwen was, but she was kind. Anytime she asked Peter how he was doing, he could tell that she genuinely wanted to know. It wasn't just pleasantries.

Before meeting Gwen, Peter had thought that being nice and being kind were synonymous. He had never really stopped to consider their differences. Now he knew. Being nice was something that was shown, outwardly to the world. Being kind was something that was more genuine. Kindness was felt on the inside.

As Peter was walking down the street leading towards the subway station, he thought of what it was like to be partnered with MJ. Her snarking and sarcasm was simultaneously irritating and endearing. He was suddenly jarred from his thoughts when he felt it.

The hairs on the back of Peter's neck stood up, and his body whispered a warning. Someone was watching him. He stopped dead in his tracks so quickly that a passerby walked in to him. He muttered an apology to the man while looking around wildly at his surroundings. He heard the man grumble something about 'rude kids' and 'probably on drugs', but he didn't really pay him much mind. Peter's eyes searched for anything out of the ordinary, but there was nothing. No one was watching him. He breathed a frustrated sigh and continued to walk. He forced himself to walk at a normal pace, rather than give in to his desire to run.

There was nothing to run from, he reminded himself.

Peter had gotten this feeling that someone was watching him many times before in the past couple of months. There was never anyone there. He usually trusted the warnings that his body gave him. However, he was starting to worry that his 'Spidey sense', as Mr. Stark had dubbed it, was broken.

Why would anyone want to watch him anyway? No one knew about his secret identity. Not to mention, everyone that he fought as Spider-Man was just a petty criminal.

' _Not everyone.'_ His mind whispered to him. Well, okay, one guy knew his identity; Liz's dad, the vulture. But he was behind bars. There was no way that he could be out and stalking him in the streets of New York.

This thought was reassuring, and Peter found himself slumping back in relief in to his seat on the subway. The noisy train was doing nothing to calm his nerves. So, in an effort to calm himself down, he slipped his noise filtering earphones in to his ears. Instantly, the ambient noise of the train was muted and Peter felt his eyes closing in relief. The feeling was still there, though Peter tried very hard to ignore it. His skin prickled as his anxiety rose. Despite his efforts to remain calm, Peter opened his eyes. His gaze darted around, trying to find something. But again, no one was looking at him. Just like no one had been following him to the station. Just like no one had been following him at any other time in these past couple of months.

Peter gave himself a mental shake, and berated himself for being stupid. Mr. Stark just had him spooked, that was all. His visit to the lab a couple of days ago had been a bit of an eye opener, as Peter saw first hand how paranoid Mr. Stark could be.

He had sat at the one of the lab tables, working on the schematics for his and MJ's science fair project. Though he was intensely focused on his work, a small part of his mind was always aware of his surroundings. He could hear the sounds of Mr. Stark working on one of his Iron Man suits. He was installing a cloaking device in it. When he had shown up at the lab earlier that day, Mr. Stark had given him a sheepish look before telling him that he had mostly completed the cloaking device. Peter still wasn't experienced enough to help him install it in to the suit. So, for the remainder of the day, Peter found himself working on his own project. That was fine by him. He didn't want to let MJ down by not completing his portion of the project on time.

Peter had been staring frustratedly at his work. He had hit a road block, and he wasn't sure how to fix it. He was considering taking a break and coming back to it later with fresh eyes when heard Mr. Stark's footsteps walking up to him from behind. He cast a look over him shoulder just as Mr. Stark had reached him. He was wiping oil off of his hands with a rag, while running his eyes over Peter's paper work.

"Looks like you hit a snag."

Peter had sighed while nodding his head.

"Yeah, the math doesn't check out here." Peter replied, while running his eyes fitfully over the swamp of numbers.

"Mmmhmmm." Mr. Stark hummed in agreement. He waited another moment and Peter figured that he was giving him a moment to find the mistake himself. The silence stretched a little while longer. "Look up." Mr. Stark said. Peter lifted his eyes slowly up the rows of integers. "To the left." He added. Peter complied, sliding his gaze over to the left side of the paper. And there it was. A miscalculation. It was a fairly obvious one, and Peter felt a little embarrassed that it had taken him so long to find it. "Ding, ding, ding." Mr. Stark said when he saw that Peter had seen the mistake.

Peter heaved a tired sigh as he realized that all of his work after that mistake was now useless. He balled up the paper and threw it across the table and into a garbage can. He then leaned his head back, and felt it bump into Mr. Stark's stomach. He looked up just as Mr. Stark turned his head to look down at him. Peter's defeated expression caused him to laugh.

"Yeah, those are the breaks, Kid." Mr. Stark stated, sympathy leaking in to his voice. He patted Peter on the shoulder. The gesture did actually lift Peter's spirits and, despite the fact that he would have to work all night in order to catch up to where he had been, he felt rather light. Mr. Stark grabbed the remaining pages and skimmed over them quickly. "So, this looks like the basic design for a water filtration system." He stated, confusion lacing his voice.

"It is." Peter confirmed. Mr. Stark grabbed a chair and pulled it over so that they were sitting next to each other.

"You know you got one of those in your suit, right? Why are you building one from scratch?"

"It's my science fair project." Peter replied. "Well, mine and MJ's. She came up with the idea of building a water filter that can fit in household drains, like sinks and showers and stuff. She says that chemical pollution from untreated raw sewage is one of the biggest problems with ocean pollution. So yeah, we're making this thing." He gestured vaguely to the papers that Mr. Stark was still holding. Mr. Stark raised an eyebrow at him and gave the papers one last critical glance before placing them on the table.

"I'm pretty sure that unfiltered raw sewage is a problem that's supposed to be fixed top down, not bottom up."

"Yeah, MJ thinks so too. But this is a science fair not a competition for fixing flawed government regulation. Gotta stick to your lane, ya know."

Mr. Stark smirked at him.

"Most kids make a baking soda volcano."

Peter rolled his eyes and shot Mr. Stark an exasperated look. He built computers in his free time. Not to brag, but he was a little above baking soda volcano.

"Mr. Stark, I go to a STEM school. The science fair is our Super Bowl."

"Fair enough." Mr. Stark conceded. "So, how about we work out the kinks in the schematics today and then, next week, get cracking on a prototype?"

"I can't do that, Mr. Stark!" Peter exclaimed. "It's an unfair advantage to use top of the line lab equipment to win a science fair. I'm just going to use whatever I can at school, and whatever scrap I find to build it."

Mr. Stark was staring at him with a certain look in his eye. He had seen it before. Not just in Mr. Stark's eyes, but Ben's as well. It was a look that was reserved for whenever Ben had seen him doing the right thing. Mr. Stark shook his head slightly and smiled fondly.

"You're too good for this world, MacGyver."

Peter felt a warm feeling spread through his chest at the praise. It was tainted slightly by confusion.

"Who?" He asked. That, apparently, was the wrong question to ask. Mr. Stark sighed an aggravated sound and ran a hand over his forehead.

"Ugh, you make me feel so old." Mr. Stark muttered. He suddenly sat straighter in his seat and regarded him with a serious gaze. "Anyway, I actually did come over for a reason." Mr. Stark stood and turned Peter's chair around so that he was facing the area that Mr. Stark had been working in. "Peter, what do your elf eyes see?" He asked, his voice dripping with sarcasm.

Peter could help the smile that accompanied hearing that question. A few weeks ago, he had been waiting for Mr. Stark's meeting to wrap up so that they could get down to working in the lab. To kill some time, he had decided to watch some old Lord of the Rings memes and videos on his phone. He had been dusted off some old gems like 'Trolling Saruman' and 'Legolas! What do your elf eyes see?' when Mr. Stark had finally shown up.

"Is that it? Is that the whole joke? He's just stating what he sees."

"Well, it's funny 'cause, you know, a huge part of Legolas' dialogue is just explaining stuff to the audience."

"No, I don't know. I never saw Lord of the Rings."

"What?! How is that possible? They're classics."

"You shut your blasphemous mouth. Nothing that has come out in my life time is allowed to be considered a classic. I forbid it."

Mr. Stark's reaction had been absolutely priceless. It was truly a memory that Peter would cherish for years to come. A broad smile stretched over Peter's face as he searched the area that Mr. Stark had indicated to. At first glance he saw nothing, but then he noticed a faint shimmering, roughly in the shape of a person.

"Mmmm, I see light refracting off of the suit over there." He pointed over to the invisible-ish suit. At his words, Mr. Stark grumbled in discontent before tapping on his wristwatch. The cloaking device was disabled and the Iron Man suit suddenly appeared, in all of its red and gold splendor. Peter hated that he had wrecked Mr. Stark's good mood. After all, he had been working on his suit for just as long as Peter had been working on the schematics for the water filter. Now, they were both back at square one. "But, I mean, it's probably just me who can see it." He added quickly, trying to repair some of the damage. "You should get Ms. Potts down here and ask her what her elf eyes see."

Mr. Stark shot him a look, like he had just said something incredibly stupid.

"First of all, if I ask Pep what her elf eyes see, she'll probably break off our engagement." Peter made an indignant sound at that and had started to deny his statement. Mr. Stark cut him off before he could say anything. "And second," he added, "you're not the only enhanced person out there. I want this suit to be invisible to anyone." His voice had become hard on that last point, and Peter shot him a quizzical look.

"Well," He began, eyeing the suit contemplatively. "I mean, it's probably good enough as it is now-"

"Nope." Mr. Stark interjected, cutting him off again. "Security takes top priority around here. Once I've perfected the cloaking feature, I'll be installing it in your suit too."

At that time, Peter had thought that Mr. Stark was being a little too paranoid. The urgency in his voice had left Peter a bit shaken. Not to mention, he didn't think that his suit really needed a cloaking feature. Not that it wouldn't be cool to be able to disappear, but it just seemed a bit… much. Later, when he had thought about it some more, he supposed that Mr. Stark's paranoia wasn't totally unjustified. The man had seen things, and fought battles that Peter had never even come close to. He had told him so himself that day in the Medical Bay, after Peter had been electrocuted by the train tracks. He had faced terrorists, aliens, and gods. Peter had only faced one really bad guy. Everyone else was just a common criminal.

Mr. Stark took care of the world. Peter just took care of the neighbourhood. Sometimes it was easy to forget that. To the world, he was Iron Man; earth's protective shield. He had once thought that too. At some point, between his weekly visits, their casual conversations and teasing, his perception of the man had changed. He was Mr. Stark, he was Iron Man, but he was also more.

Peter was jarred out of his thoughts as he felt his phone vibrate in his pocket. Pulling it out, he saw a text from MJ. His stomach did a little flip as he noticed the time. He was couple of minutes late.

' _Where are you?'_ Peter had been texting MJ a lot, given that they were partners on the same project. He knew that she usually gave short response text, no matter what her mood was. Although, he couldn't help but worry that she was annoyed.

' _5 mins from school. Where are we meeting?'_ He shot back quickly. Her reply came a few seconds later.

' _Courtyard'_

Just then, Peter noticed that the train was approaching his stop. He jumped up quickly and slid through the crowds of people to stand by the door. He was bouncing nervously on the balls of his feet as the train pulled into the station and came to a stop. He felt antsy from the combined nervousness of having a possibly annoyed MJ waiting for him, and his prickly spidey sense alerting him to non-existent danger. As he left the subway station, he gave in to his desire to run in order to burn off some of his nervous energy.

Despite how busy the street was, Peter used his agility to weave through people and shorten the amount of time it would take to reach the school. It was late March, and technically spring, however the air was still crisp with the last remnants of winter clinging to it. Peter could feel his nose growing cold as the chilly air whipped past him. He reached the school, and ran around the side of one of the buildings to reach the courtyard. In the distance, Peter could see MJ, who sat at one of the concrete tables and benches. He slowed his pace as he reached the table.

The sun light glinted off of MJ's hair, setting it alight with warm brown shades. Her dark eyes met his, and Peter felt his stomach clench. Much to his relief, she didn't seem annoyed that he was late. On the table were two paper cups. Their scent caught on the passing breeze, and Peter could tell that one was coffee and the other hot chocolate. MJ raised an eyebrow at him expectantly.

"You gonna sit down?" MJ asked. Peter felt a flush creep on to his cheeks as he realized that he had been standing there, staring at her like an idiot.

"Oh, uh, yeah."

He hurriedly sat across from her, placing his back pack beside him on the bench. MJ's grabbed one of the cups handed it to him.

"I gotcha hot chocolate." She said while her lips quirked upward in a ghost of a smile. Her eyes danced with amusement, and Peter knew that she was thinking about the first time they had met outside of class to work on their project.

She had told him to meet her at a little, hole in the wall café. He had been nervous about it since it was the first time hang out with MJ outside of school. She had ordered a coffee and he had ordered the same. He wasn't sure why he did that. He supposed that he didn't want to seem like a wuss. He had only drunk coffee once before, when he was thirteen. The caffeine had made him feel restless and hyper. But that had been years ago. Surely, he could handle it now, right? He was older now, more mature.

He regretted his choice as soon as he felt the caffeine hit his blood stream. Nothing had changed. He felt just as hyper and full of energy as he had when he was thirteen. Not to mention the taste of black coffee was just awful. All those commercials for Folgers and Nabob should be sued for false advertising. Coffee was in no way 'rich' or 'smooth'. The bitterness exploded over his tongue with the first sip, causing him to cough and splutter a bit. MJ had given him a speculative look, while sipping her own coffee. He was determined to not seem weak, so he choked back the entire cup. Peter had concluded, as he sat in the café, tapping his fingers and drumming his heel on the ground, that he just wasn't a coffee drinker.

"Thanks!" Peter exclaimed, accepting the cup from MJ. His fingers brushed hers briefly and his blush intensified. He withdrew his hand quickly, sloshing some of the hot chocolate out of the cup and on to his hand. He hissed as the drink burned his hand a little. He looked up and saw that MJ was actually smiling now. His heart lifted a little with her smile, even though it was at his expense. He quickly set his drink down and pulled the project notes out of his bag. "I worked out that problem we had in the schematics. It should work now." He said while handing the notebook over to MJ. Her gaze became serious as she flipped through the pages.

Peter felt his nerves rising as MJ inspected his work. He wasn't sure why he felt so anxious all of a sudden. He knew for a fact that his design was correct. In order to busy his hands, and give himself something to do while MJ was reading, he took a sip of his hot chocolate. Rich chocolaty goodness flooded his mouth. The drink was made with milk, not water. The chocolate to milk ratio was absolute perfection, causing a serene smile to appear on his face. When she was done reading the notes, she gave an approving nod and lifted her eyes to meet Peter's.

"Yeah, this looks solid." She stated appreciatively. "Now we just got to make these numbers look nice and pretty, and comprehensible to an audience. Then put it up on a poster board. Boom, done." She said, slapping her hand on the table for emphasis.

Peter felt his smile drop, not quite managing to hide his disappointment. He had really been looking forward to building something on his own again. To try his hand in a new project without Mr. Stark's help.

"Wait, we're not gonna make it?"

MJ furrowed her brow subtly while giving him a confused look.

"What would we make it with?" She asked.

Oh.

Of course, MJ wouldn't know that Peter built gadgets in his spare time. Or that he had developed, from scratch, liquified metal that was strong enough to hold his weight, and then some. Sometimes it was difficult to keep track of all these secrets.

"I'm don't know." Peter replied honestly. Well, it was honest because he _really_ didn't know what he would use to make it. But he was certain that he could do it. "But we still got plenty of time before the science fair happens. We could try to build a prototype out of regular household items."

As soon as the words left his mouth, Peter felt his shoulders tense up defensively. He was so used to the other kids putting him down. Calling him a liar. His body tensed as if preparing for a physical blow. He searched for that spark of mocking derision in her eyes, but it wasn't there. Instead, MJ was the one who looked uncertain and small. For a moment, Peter wondered if this was how he looked whenever someone laughed at his expense. He hated it. MJ was tough as nails. Nothing should ever make her look like this.

"Can't say I've ever built something mechanical in my life. That's your area of expertise." MJ's voice was quiet as she busied her hands by swirling her cup. The coffee inside made a sloshing noise.

"So, we're building it?" Peter pressed. MJ gave an annoyed sigh and placed her cup back on the table.

"I won't be able to help." She stated flatly raising her eyes to meet his.

"And I can't say for sure that my prototype will work. Let's just try." Peter replied with a shrug. MJ's eyes flickered over his face, searching for something. After a moment, a smirk stretched over her face, and Peter felt a smile stretch over his face as well.

"Okay." She said firmly, before taking a long sip of her coffee.

A comfortable silence stretched between them while they drank their drinks. Peter's mind strayed back to the gift he had for MJ, safely tucked away in his bag. Without a second thought he moved to pull it out. He wasn't sure what it was exactly. Maybe it was the new found trust he had found in MJ. The knowledge that she would never laugh at him. Well, not maliciously anyway. The fact that he had been so nervous to give her gift to her seemed ridiculous now.

"Happy Birthday!" He said brightly, handing her the pack of pencils, with perhaps a touch of dramatic flair. MJ's eyebrows rose higher than he had ever seen them before. Her gobsmacked expression gradually receded back in to a sort of calm surprise as she took the pencils from him.

"I never told you when my birthday was." She stated in her usual flat voice, although Peter could still see the surprise lingering in her eyes.

"I saw you write it on the waiver, when they were handed out in homeroom."

Astonished wonder quickly turned to barely suppressed amusement. Peter could tell MJ was trying to look serious, but a small quirk of her lips, a badly concealed smile gave her away.

"That's creepy."

"So you noticing that I quit robotics lab and marching band is 'being observant', but me seeing you write something on a paper one foot to my left is 'creepy'." Peter rallied back. He had long ago learned how to banter with MJ. It took some getting used to, since MJ's brand of humour was a little off center. At first it was hard to tell when she was genuinely upset or not. But after a while, he had learned that was just… MJ.

"Yep." She replied easily. Just then, Peter saw the façade fall away. "Thanks." She said, genuine gratitude seeping in to her voice. "I've never used water colour pencils before."

It didn't happen often that MJ allowed herself to be so unguarded. Peter had only seen her like this, stripped away of masks and veils, once before. That day that she had exclaimed urgently, that she 'wasn't a bitch!' and Peter had wondered why she had thought he would think of her like that. He had a suspicion that MJ didn't have enough bright spots to light up her days. When moments like this would come around, Peter would see a softer, less angry and defensive side of MJ. A side that was outwardly happy. She was beautiful, Peter thought, though he would never dare to say that aloud, for fear of bodily harm.

"Now you can draw people in distress _in colour_." He said, effectively shattering the moment. MJ eyed him with a deadpan look.

"I don't think you really understand the concept of being distressed. For most people, it's not a colourful experience."

Peter crossed his arms over his chest and narrowed his eyes with mock seriousness.

"What? Oh, c'mon. Don't give me that. What about 'feeling blue'?" He countered.

"That's not-"

"Or 'seeing red'?"

"Yeah, well-"

"Or 'turning green with envy'?"

"Okay, fine. You win." MJ conceded with a roll of her eyes. The bell rang then, signaling that first period would start soon. Together, they packed up their stuff and headed off towards their chemistry class.

"I wonder what Mr. Jeffries prepared for the lesson plan today. You know, considering that we'll probably be leaving in the first ten minutes." Peter said as they walked together. MJ shrugged.

"Probably nothing." She replied as they reached the doors. "Five bucks says he'll turn on a movie and nod off as soon as we've been called down to the gym." She added while a coy smile lit up her face. Peter opened the door for them, and the usual harsh din of noise hit him. Students talking loudly, voices cracking, sneakers scuffing, lockers slamming. He tried hard not to wince at the noise, but must have failed as MJ's eyed him critically.

"Nah, he seems more like a morning person to me." Peter replied, trying to move past the awkward moment. "He's always bright-eyed for our class. I bet he's gonna give us class time to work on whatever we want, while he watches cat videos and laughs at super outdated memes like they're new."

They had reached their class room. Before entering the room, MJ held out her hand for Peter to shake. He did so, hesitantly and awkwardly, while trying to remember the last time he shook hands with anyone.

"We shook on it. You can't welch on the bet once you lose." She said firmly then turned to walk in to class.

Peter blinked and stood in stunned silence for a moment before following after her. He took his seat next to MJ at their lab table. At the front of the room, Mr. Jeffries sat at his desk. The projector that was mounted to the ceiling was shining on the white pulled-down screen at the front of the room. A frozen image of 90s Bill Nye the Science Guy was staring back at him from the front of the room. Peter breathed a huff through his nose, and he could practically feel the smugness emanating from MJ. Things weren't looking so great for his wager. The bell sounded again and class began. Mr. Jeffries stood up to address the class.

"So, as you guys know, the school is doing the vaccination program today. You guys are gonna be coming and going all morning, so we're gonna have a light class today-"

The intercom system crackled to life, interrupting Mr. Jeffries speech. He cast an annoyed glace at the speaker.

" _Would all Grade 10 boys, who have signed consent to receive the Tdap and Meningococcal vaccinations, please report to the gym. Thank-you.'_

Before the announcement had ended, the boys in the class were already moving to pull consent forms and waivers out of their back packs.

"Yeah, you heard the lady. Get going." Mr. Jeffries said as the boys rushed out of class. "Don't forget to come back here after you're done! No wandering the halls!" He called after them. Peter followed after the other boys in his class, his papers in hand. He quickly caught up to Ned, who was looking a bit pale and was clutching his own papers so hard that it was crinkled.

"You okay, man?" Peter asked as he sided up to Ned. Ned whipped his head around and looked at Peter with a deer-in-headlights look before attempting to relax his expression.

"Pfft, what? Yeah. It's no big deal. Just needles. It won't hurt." He rambled quickly. Peter nodded encouragingly. "I mean, I bruise like a peach, so _that_ will hurt. But other than that, I'm good. Yeah. No biggie." Ned continued nervously, giving himself his own pep talk.

Peter smiled at Ned's nervous rambling. Though Ned wasn't really listening to him, Peter would add in his own words of encouragement.

"Yeah, Man. You got this!"

Helping Ned with his anxiety helped a bit to distract himself from his own. Peter supposed that was what he was feeling. His body was whispering warnings at him again. The prickling becoming more and more urgent as he approached the gym. His arm hair was standing on end. He tried ignored it.

It was just nerves. That's all.

He and Ned stood in a long line with all the other boys in his year. Looking around, Peter noticed that Ned wasn't the only one looking queasy. A number of other boys also looked green around the gills.

' _To bad MJ's not here. She's missing a colourful distress moment.'_ Peter thought to himself while stifling a laugh with his palm. Ned shot him an odd look.

"Why are you laughing?" He asked, completely bewildered. Peter just shrugged and gave no answer. He couldn't explain why, but having an inside joke between himself and MJ made him feel kinda fuzzy inside.

Slowly the line moved along. Peter and Ned shuffled up every few minutes until they were at the front of the line. Inside the gym, a row of six spaces were sectioned off with curtains. Peter supposed that they were there to give the students some privacy. He wasn't exactly sure why that was necessary. The shots would go in their upper arms, no clothes needed to be removed. Maybe some people were just really sensitive?

Just then, the curtain was pulled back from two of the spaces. Out of those two spaces, two boys who Peter knew from sight, but didn't know the names of, walked out. One was sipping a juice box while the other munched on a cookie. Ahead of him, Ned took a shuddering breath. Peter patted him on the shoulder and could feel tense muscles under his palm.

"Needles suck, but meningitis is worse." He muttered to Ned, who laughed and nodded his head. They both moved forward towards the curtained area.

"I can help you over here!"

Peter whipped his head around towards the owner of the voice. One of the nurses poked her head out of her station, waving Peter over enthusiastically. He looked back over to Ned and shared a look of confusion with him. He shrugged, and the two of them parted ways. Peter entered the curtained area, and the nurse pulled it shut behind him.

The nurse was kind of… quirky. In both character and physical appearance. She had bushy dark brown hair that was held back from her face with a hair band. Thin purple streaks weaved through her curls. Peter didn't often go to hospitals anymore, but he didn't think he had ever seen a nurse with unnatural hair colour before. She gave him a sharp look with keen eyes that were hidden behind white octagon-shaped glasses.

Yeah. Quirky was definitely the word Peter was searching for here.

Peter noticed that she didn't wear any scrubs, but had a nurse's ID badge hanging from a lanyard around her neck. Claire Stephens, it read.

"Name?" She asked.

"Peter Parker." He responded, while handing his consent form and waiver over to her. She took them and ran her eyes to the bottom of the pages, looking for signatures.

"M'kay. Take a seat." She gestured to the chair in the middle of the makeshift room. Peter hesitantly sat down and watched her put the forms in a folder. He took a couple of deep breaths, trying to ease the waves of anxiety rolling over him.

' _Run!'_ The command rang in his head and rippled through his body. He stayed seated, tightening his hands in to fists to hide the shaking. What was wrong with him? It was just booster shots. He had stared down the barrel of a gun with more ease than this.

"Try to relax." Claire said, obviously noticing his discomfort. On the tray next to him lay two syringes. "It'll just take a moment." She said while pushing the sleeve of his t-shirt up and around his shoulder. Peter looked away, but he could feel her warm hands gently grip his arm. A small pinch flared in his arm.

All went black.

Something was patting his cheek. He cracked open his eyes, but then firmly clenched them again when bright light hit them.

"Ahhh, there you are." A familiar voice said to him. "He's okay now, you can leave." A pair of foot steps were retreating. A curtain rod screeched as it was pulled open and closed again.

Peter tried to open his eyes again and managed to keep them open this time. She was sitting there. That lady. Who was she again? A nurse. Claire something-or-other. Slowly, Peter's mind connected the dots. School. Vaccination day. He tried to stand up, but a head rush made him feel woozy.

"Okay, easy now." Claire said, pushing him back in to his chair. He sat down heavily, his head throbbing.

"Wha' happened?" He asked. His voice came out a little slurry. Claire gave him a small smile, which Peter thought was supposed make him feel at ease. It didn't.

"You fainted." She explained.

Out of reflex, Peter cocked his head to the side and furrowed his brow. But then he quickly straightened his neck, as his head felt quite heavy. He fainted? He had never fainted because of needles before.

"Nothing to be ashamed of, dear." Claire added hastily. Peter felt his cheeks warm up at her patronizing tone. "Lots of people are afraid of needles. But maybe next time you get a shot, you tell the nurse that you have a fear of needles."

Peter rubbed a hand over his forehead as he turned her words over in his head. It was possible that he was afraid of needles now. People develop fears over time, right?

"Oh. Okay." He said lamely when he realized that she was waiting for a reply. She stood suddenly and pulled something out of a box. An orange juice box and a lunch size pack of cookies.

"Here you are." She said brightly while pressing them in to his hands. Then she gripped him by his elbows and helped him up to his feet. "Why don't you take a seat on the bleachers until you feel better?"

The thought of sitting in front of his classmates, woozy from a fainting spell, left him feeling mortified.

"No, no, I'm okay." He insisted, but unfortunately his voice still sounded slurred. He was fooling no one. Claire opened the curtain and lead him by the arm to the bleachers.

"I really have to insist here. We can't have a student collapse in the hallway."

With a hand on both of his shoulders, Claire pressed down so that Peter would sit on the first row in the bleachers. He sat down heavily again. He really didn't have the energy to fight, anyway. He could hear Claire's footsteps walking back to her work area. Peter just stared at his sneakers, while his mind tried to formulate coherent thoughts.

Peter's body felt heavy, and his mind moved sluggishly. But that was to be expected after fainting, right? He remembered then that he held a juice box and cookies in his hands. He needed to get his blood sugar up. Yeah, sugary snacks would perk him up. With gentle hands, he unwrapped the delicate straw and pierced the seal with it carefully.

Peter took a small sip of the orange juice, and promptly spat it on to his pants. His tongue was on fire! The citrus acid seared his taste buds painfully. Tears sprang in to his eyes as he coughed and spluttered.

Oh, God. He needed water! The taste was lingering on his tongue. It was burning away the top layer of skin, he was sure of it!

Peter sprung to his feet, his juice and cookies lay forgotten. A tiny part of his brain was aware that he was making a scene. He ran past the other boys in the line, and was vaguely aware of their snickering. He paid them no mind. His was laser focused on one thing.

Water!

Down the hall was a water fountain. Peter skidded to a halt in front of it, twisting the metal handle with so much force that it almost broke. Cool water flowed, and Peter drank it greedily. The water extinguished the fire and acted as a balm on his sore tongue. Several long seconds passed until, finally, Peter straightened up, wiping a hand over his wet mouth. He took a few deep breathes, feeling simultaneously relieved and frightened.

What the hell was that?!

Peter took a shuddering breath as his eyes scouted out the nearest washroom. He had to see the damage. He needed to know, even though his stomach churned with the fear of what he might see.

What was this? A latent effect of his spider bite? He had never felt his sense of taste go haywire on him like that. His other senses, sure. But this? This was just…

Peter had no words to complete his thought with. He pushed open the bathroom door and stumbled in front of one of the mirrors. His reflection stared at him, pale, wide-eyed and terrified. He needed to see, but he didn't want to. His tongue still ached with phantom pain. He opened his mouth and extended his tongue.

It looked normal. Pink and health. He waggled it a few times in order to see it from all angles. It looked fine.

A toilet flushed and a bathroom stall opened behind him. He found himself making unwanted eye contact with a boy through the mirror. The boy was looking at Peter like he had a third eye. Peter pulled his tongue back in his mouth and snapped his jaw shut. His cheeks flushed and he dropped his gaze. The boy washed his hands and left, without a word. Peter was left standing alone in the boy's wake. Suddenly, A hysterical laugh ripped from his throat and he gripped the counter tightly.

Was he crazy? Did that all just happen in his head? It was a terrifying thought, but then an even worse one occurred to him.

Is this the new normal?

Since the spider bite, Peter found that he was constantly adjusting his perception of 'normal'. For him, normalcy changed so frequently it gave him whip lash.

The new normal was freaked out senses.

The new normal was trying every second of the day to not accidentally crush things.

The new normal was life without Ben.

The new normal was crippling loneliness, even among friends and family.

The new normal was learning to trust people that he had no reason to doubt in the first place.

The new normal was hanging out with an eccentric billionaire every week.

Peter hung his head down and noticed that he had an orange juice stain on his right knee. May was gonna kill him, but not before he died of embarrassment. He pulled some paper towel out of the dispenser and wetted them in the sink. He tried to lift some of the juice out of the fabric with little success. With a grimace, Peter resigned himself to the verbal lashing he was sure to receive later.

He really should get back to class. Peter pulled out his phone and saw that he had been gone for forty-five minutes. There was only fifteen minutes of class left. With a jolt, he walked quickly back to his chemistry class. As he approached the room, he could hear the theme song to 'Bill Nye the Science Guy' playing. Well, at least he hadn't missed much during his fainting and spazzing trip. He slipped in to the class and was expecting Mr. Jeffries to berate him for being so late. Instead he saw the man was working on his laptop, completely absorb in whatever he was doing. The other boys in the class were looking at him knowingly. Others were barely suppressing their laughter. Peter knew that it wasn't out of consideration to him that they were trying not to laugh. Rather, none of them dared to make fun of him while a teacher was present.

Peter took his seat next to MJ, who gave him a fleeting concerned look. A look that dismissed any hope that Peter had that MJ hadn't heard about his fainting. He took a deep breath and look ahead at the screen. Bill Nye was teaching them about how friction was integral to the world not being slippery. Fascinating.

"I'll take that five bucks by cash or certified cheque." MJ's voice floated over from his side. Peter turned to look at her. It took him a moment to remember what she was talking about.

Right. Their bet. He glanced over at Mr. Jeffries, who was still immersed in his work.

"He didn't fall asleep. I only owe you $2.50." He replied. MJ hummed in agreement.

"So, cash?" She pressed after a moment of silence.

"I'll just buy your coffee next time we're out." Peter said casually. Then he froze in his seat as he thought of the implication of his words.

Did he just ask her out? Unintentionally? Sure, they had met outside of school that one time, but it had never been established that that would happen again. There was a beat of silence before Peter slowly turned to look at MJ. She was staring at him. Peter felt panic well up inside of him. Oh, God. He had made it weird, hadn't he? Before he could say anything to diffuse the situation, the intercom system crackled.

" _Would all Grade 10 girls, who have signed consent to receive the Tdap and Meningococcal vaccinations, please report to the gym. Thank-you.'_

MJ swiftly got out of her seat and hoisted her back pack up off of the ground. All of the girls were filing out of the room, but MJ took a moment before joining them.

"I expect prompt payment. Friday, after school." She said. Her voice sounded as bored as usual, but a small smile spread over her face. Peter felt his heart soar while he watched MJ leave, his eyes lingering for a few moments on the empty doorway. He exhaled a sharp, heavy breath. His body felt numb as he turned forward again.

He had asked MJ on a date, and she said 'yes'!

Peter sat up a bit straighter. He felt strange. Like his insides had liquified and at the same time turned as light as air. He had never felt this way before, not even when Liz had agreed to go to homecoming with him. He had felt happy then, but this was something else. Something more intense and giddy. Suddenly, MJ's chair was being pulled out, and Peter looked over to see Ned sitting down.

"Dude, are you alright?" He asked, his eyes giving Peter a once over sweep. Peter's cheeks were starting to hurt from his uncontrollable grinning. Despite this, his smile stayed in place.

"Yeah." He replied. Ned was giving him an odd look, and Peter felt himself flush a bit. Even to his own ears, his voice had sounded dreamy and longing. He coughed suddenly and tried to mentally shake off his state of euphoria. He might not have been the most macho of guys, but even he had limits. He realized, much to his embarrassment, that MJ had left him boarder line swooning.

' _Get it together, man!'_ Peter ordered himself. Ned was looking more confused than ever.

"Laughing before getting shots and smiling after fainting." Ned said while shaking his head in disbelief. "You're a weird guy sometimes, Peter."

Peter's heart sunk at Ned's words. All traces of happiness left him. That's right, he had a new problem on his hands. One that had been momentarily eclipsed by his established first date with MJ. His sense of taste, his one non-problematic sense, had betrayed him. How was he supposed to eat now that everything tasted so intense? That orange juice had tasted like it took steroids and hit the gym seven days a week. Was this just how things were for the rest of his life? Choking back food that burned like sulphuric acid?

The issue weighed heavily on Peter's mind for the rest of the morning. He couldn't concentrate in class. His mind kept looping back to thinking of possible solutions for his problem. Maybe Dr. Cho could run some tests and figure out a solution for him? He felt bad, bothering her with his weird Spidey problems all the time. But this really wasn't something that he could just sweep under the rug. Eventually, he would need to eat something. He decided then that if his freaked-out sense of taste hadn't chilled out by the next day, he would call Mr. Stark. Yeah, he would give his body a solid 24 hours to fix itself. That was reasonable, right?

As the hours ticked by, lunch grew closer. Peter didn't need to look at a clock to know that, his stomach was doing all the talking. His stomach ached and growled as he sat at his and Ned's usual table. In front of him sat the lunch that May had packed him. He stared at it longingly, trying to build up the courage to try eating something again. His enhanced metabolism caused him to need to eat every few hours. Normally he would quickly eat a few snacks in the short breaks between classes. When he had first started doing that, Ned had laughed himself silly about how Peter was the only physically fit hobbit in the Shire. For a time, Ned had taken to calling him 'Pippin Parker'.

He and Ned were sitting at their table. Ned was jabbering on about his predictions for the upcoming season of Game of Thones. Peter was only half listening to him. He had his own problem to deal with. Also, he wasn't allowed to watch HBO, so Ned's excitement was lost on him. In front of Peter was a Tupperware container full of left-over spaghetti and beside that, a bottle of water that he had bought from a vending machine. He had learned his lesson. Hesitantly, he lifted some of the noodles out of the container and put them in his mouth. He spat it out as soon as it had touched his tongue. It burned just as badly as the orange juice had. He took a massive gulp of water to ease the burning and then squeezed his eyes closed out of frustration.

"That bad, huh?" Ned sounded more amused than concerned at this point. Peter supposed that he didn't grasp the severity of his problem. He didn't want to have to deal with Ned's 'freaking-out rambling' all day, so he kept quiet. "May's cooking has hit rock bottom if you're spitting it out." Ned added with a laugh. Peter opened his eyes and stared down dejectedly at the spaghetti. It would be easy to blame his lack of appetite on May's cooking. But that wasn't the truth, and Peter felt the urge to defend her.

"It's not that. I feel kinda queasy."

Ned's looked more concerned at the possibility that he may be sick. Now that Peter stopped and thought about it, he realized that he hadn't been sick since the spider bite. He conceded that Ned's concern was justified.

"Yeah, I noticed you didn't have your second breakfast or elevensies either. Maybe you're having a bad reaction to the shots?" Ned mused while taking a bit of his own lunch.

"Maybe."

Peter thought that that was the only logical conclusion. Maybe it would just take his weird mutated body a day or so to become normal again. He really hoped so.

Peter looked down at his lunch. He felt guilty about having to waste so much food, so instead he picked out some of the snacks that he knew Ned liked and slid them across the table to him. Waste not want not, and all that. Ned was happy enough to take them.

For the rest of the day, Peter felt restless. He tried to focus on his classes, but his mind kept returning to how hungry he was. His hunger was making him a bit hangry. He caught himself snapping a couple of times at Ned and MJ. He would apologize profusely afterward, but he still felt quite guilty about it. By the end of the school day, his stomach was rumbling loudly. The students around him would shoot him annoyed looks whenever it happened, or would laugh.

All in all, it just hadn't been a great day.

Time seemed to drag on. Peter's hunger making every minute feel longer than it should. Finally, the bell rang and Peter hastily left the building. He wasn't sure why he was in such a rush. It wasn't as if he would be less miserable outside of the school. Hunger wasn't something that you could run away from. He hoped to put in a few hours as Spider-Man. He knew that he didn't have the stamina to stay out all night, but he hoped that doing his usual patrols would help the time pass faster. With that thought in mind, Peter slipped in to an empty ally way and quickly changed in to his suit. He tapped his chest, cinching the suit closed, just as Karen's voice greeted him.

"Hello, Peter!"

"Hey, Karen." He responded less enthusiastically than usual. He picked up his back pack and started to climb the wall of the nearest building. Lately, he had started stashing his back pack on top of roofs instead of webbing it to a wall at ground level. He hadn't lost his bag since he started doing this, and he felt more than a little embarrassed that it had taken him so long to think of that idea.

"Is something the matter? You don't seem very happy today." Karen asked. Apparently, she had noticed his bad mood as well. This wasn't the first time that the AI had asked about his emotion well-being. Sometimes Peter would wonder why Mr. Stark had bothered to program her like that, but he would always forget to ask about it whenever they met.

"Yeah, I'm fine." Peter responded flatly as he stood on the roof top. He hoped that Karen would be able to understand his tone of voice and not press the issue. Truthfully, he wasn't sure how sophisticated Karen's ability to understand human emotion was. He hid his bag behind an air vent and made a mental note of which building he was standing on. He felt jittery and was eager to move. "Can you scan the area for any crime?"

"Of course."

Peter waited a few seconds for her response.

"Nothing has been reported. You'll have to scout out any disturbances on your own."

Peter had shot out a web and started swinging before Karen had finished speaking. His eyes scanned the city below as he sailed through the air. A pang of hunger twisted in his gut, but he tried his best to ignore it.

For about an hour, there was nothing. Nothing for Karen to report and nothing that Peter could see. At one point he had seen a few guys trying to move an upright piano in to an apartment building. It wasn't a crime, but it was something that he and his super strength could help out with. So he had stopped to help them out with that. They had seemed grateful for the help, but soon enough Peter was swinging away.

For another hour, Peter swung around aimlessly around Queens. Not that he wished for crime to happen, but the lack of distraction was making his hunger increasingly difficult to ignore. He felt tired and his muscles ached. He had just decided to take a rest and sit on top of a building when Karen chimed in.

"Peter, you have not eaten anything in hours and you seem to be fatigued. It is advisable that you stop and eat a snack."

Sometimes Peter wondered if FRIDAY ever nagged Mr. Stark like Karen did to him, but he doubted it. He let out a frustrated sigh while leaning back on the palms of his hands.

"Don't worry about it, Karen."

"Your metabolism requires you to eat more-"

"Yeah, yeah I know." Peter interrupted her. Guilt settled in to his stomach as the silence stretched on for a few more seconds. He sat up straight and bowed his head slightly. "Sorry, I didn't mean to snap at you. I'll turn in early if nothing comes up." Karen said nothing in response, and Peter worried that she was angry with him. Rather than press the matter, Peter got up and was about to swing off of the building.

On the street below Peter saw a man holding a child's hot pink bike under his arm. He was walking in that hurried and awkward manner that Peter had come to associate with guilty thieves. He sprung in to action, swinging down directly in to the path of the suspected thief.

"Hey, man!" Peter said loudly. The man whipped his head around eyebrows shooting high up his forehead. He stopped in his tracks at the confrontation. "That doesn't belong to you!" Peter continued. The man flushed and looked around shiftily, confirming Peter's suspicion.

"No-o! It's mine!" The man cried, finally finding his voice. "It's for my daughter!"

At that moment, Karen activated the enhanced recognizance mode and Peter could hear a girl's voice cry from a little further down the street.

"Mommy, my bike is gone!"

The man tried to push past Peter, who easily grabbed the bike and webbed the man to a wall.

"Stealing from little girls is pretty low, dude." He said to the man, who was looking down at the webbing with shock. The man started to call after Peter, calling him a thief. Peter ignored him jogged down to where he had heard the voice come from. As he rounded the corner, he saw a woman and a girl standing in front of a bike rack. The girl was crying and the woman trying to console her.

"Special delivery!" Peter cried out and both the girl and her mother looked over to him. The girl's eyes widened with shocked relief.

"My bike!" She cried as she ran around from the bike rack and over to Peter. Peter could see that she was wearing a navy-blue leotard, pink tights, and a pair of shorts over top of them. He cast his glance over to the building beside them and felt his heart leap. It was a dance studio, one that he was familiar with. "Thanks Spider-Man!" the girl squealed, breaking Peter from his thoughts. He handed the bike to the girl just as her mother was approaching.

"Yes, thank-you so much, sir." The woman added sincerely. Peter felt himself flush under the praise. It was always felt odd whenever a civilian called him 'sir'. They had no way of knowing how old he was, and so they just assumed that he was an adult.

"Hey, no problem! You two take care." Peter said to them as he left. He ran around the side the building and climbed the wall to the roof. Once he was on top of it, he ran across a couple of the buildings to put some distance between himself and the dance studio.

Peter had been there before, but only once. After Ben had passed away, May had been struggling with the family's finances and had decided to sell the garage. The process of that had been painful, though Peter knew it shouldn't have been. In all honesty, Ben hadn't really liked his job. He had been good with his hands and he understood the work, but he had no real passion for it. It had been his 'backdoor career', as he had once called it. Something that was reliable, payed the bills, and put a roof over their heads. The only reason why he had decided to create his own business, rather than go work at another garage, was because Ben's inner rebel didn't want to work for someone else. The inner rebel that had wanted to be a drummer in a band but instead had been suppressed under family life and age. The inner rebel that Peter saw glimpses of every so often in his garage, jamming out to Rush and proclaiming that 'Neil Peart is the man'. If Ben had been there, he would have laughed at Peter for being so sentimental over losing that old place. Even so, he couldn't help the sorrow that he felt at losing the garage.

A few months after the venue had sold, Peter had gone by to check it out. He wasn't sure why he felt the compelled to do this. He knew that whatever he found there wouldn't be what he was looking for. Ben's garage was gone. The days that he and his Uncle had spent there only existed in his memories and pictures. As he had walked up to the building, he had been mildly surprised to see that the new business was a dance studio. He had been even more surprised to see that the inside of the studio looked very similar to how it had before when it was a garage. The new owner had constructed a wall with a wide window to look in to the large space of the studio. Months ago, cars had been parked where little girls now did jumps and turns. A ballet barre was mounted to the wall where Ben had kept his tool boxes. Through the glass, Peter could hear the classical music playing and the ballet teacher barking instructions at the girls.

"Don't land on straight legs! Plié and sauté! Plié! Plié! Bend those legs or you're gonna break your Achilles tendon!"

' _Lift with your knees, Peter! Jeez, you're gonna wind up like a hunchback if keep lifting like that!'_

Ben's voice floated in Peter's ear, making him feel a little winded. This place, it was different and yet the same. As much as Peter wished that he could hold those moments with Ben and freeze them in time, he knew he couldn't. Things changed, progressed, and evolved. This place was no different.

After awkwardly explaining to the secretary that he wasn't a student, that he wasn't interested in classes, and that he wasn't there to pick up his little sister, he bought a candy bar that was being sold to raise funds for costuming and he had left.

Now, Peter found himself swinging from webs, putting a few blocks of space between himself and that studio. He wasn't running away, really he wasn't. He just hadn't expected to see that place again. It had been a sudden surprise. An unexpected reminder of what he had lost. He didn't want to deal with it right now. Not when he was already feeling so lousy. Patrolling hadn't helped to clear his head like it normally did. It hadn't distracted him from his growing hunger either. It gnawed away painfully at his insides and his muscles burned from overexertion. As he swung from building to building, Peter wasn't sure what he was trying to escape. A haunting past reminder, or his present physical agony. They were both inescapable. After a short amount of time, Peter felt his grip on his webs slipping. His gloved hand slid an inch before he managed to regain his grip. Karen had felt it too.

"Peter, you do not seem to be well." She said, stating the obvious. It made Peter feel annoyed as he touched down on a roof top to catch his breath. Of course he wasn't well, but there was nothing that he could do about it! A small part of his mind knew that he was being an irrational jerk, but it was largely suppressed by the cranky and hangry part of his mind. "If you do not return home, I will be forced to alert Mr. Stark about your condition."

Peter's body ached all over. He tried to subtly lean against the outside wall of the stairwell, in order to ease some of the stress off of his joints. He felt like he had been hit by a truck. He knew it. Karen knew it. But for some inexplicable reason, he didn't want to admit that to her. A spark of annoyance flared in his chest at Karen's choice of words and her threat.

"My _condition_? What am I, pregnant?" He asked, his joking tone had a bit of bite to it.

"You appear to be in a fatigued condition. This could hinder your fighting ability and put you in danger." Karen replied. Her voice was as smooth as always. Not at all affected by Peter's antagonizing tone. Idly, Peter wondered if he had ever heard Karen speak in an upset or angry voice. He couldn't recall any such instance and wasn't sure if it was possible.

The sudden spark of rebellion blew out just as quickly as it had been ignited. He was tired and sore. Nothing was happening anyway, it would be fine to go home early. Peter sighed, his head dropping back with a muffled thump against the brick wall behind him. The sun was setting behind the western city skyline. If he went home now, May would likely be cooking dinner. Would it still hurt to eat? Was his sense of taste still freaking out? If it was, there would be no way of hiding this from May. Besides, they had an agreement now.

' _No secrets between us. Never again.'_

Guilt twisted in Peter's stomach whenever he thought of that moment in their living room, back in November. He still hadn't told her about that night when Ben died. He still couldn't bring himself to do it. But he was trying to be honest on all other issues. He would have to tell her about what happened today, even if his body fixed itself. She would want to know. With that thought in mind, Peter took a deep breath and pushed himself off of the wall.

"Yeah, okay. I'm going. No need to enact the 'tattle-tale protocol'." He grumbled, though his voice lacked the bitterness that it had had moments ago.

"It's called the 'Mayday protocol'." Karen corrected him cheerfully. Peter rolled his eyes as he stepped towards the edge of the roof.

"Same thing, Karen." Peter replied. "Tattle-tale protocol is more accurate. Being tired isn't worth an S.O.S distress call." He added, his voice sounded exasperated even to him. He had reached the edge of the roof. His arm reached out, poised to shoot a web at the building across the street. Suddenly, a bolt of nervous energy shot up his spine and his Spidey sense screeched at him.

' _Danger!'_

Bang!

A gun shot sounded in the alley behind him, shortly followed by an agonizing cry. Peter's head whipped around and he was sprinting for the other side of the building before he could stop to think. It was a short distance, but Peter's muscles were cramping and spasming from the effort. His breath burned his lungs as he inhaled and exhaled.

"Heat signatures suggest that there are two people in the alley." Karen informed him as Peter reached the ledge. Looking down, he saw two men on the ground. One was pointing a gun at the other, who was clearly injured. By the looks of it, he had been shot in the foot.

"This is only half! Where's the other 500?" The man with the gun waved it emphatically at the other guy, who was crouched over his bleeding foot.

"I need more time-" He said, desperation and pain making his voice come out high and squeaky.

The building that Peter stood on was not very tall. It was only two levels. Peter knew from experience that could easily land a jump from this height. He swung his body over the side and prepared to land in a crouch beside the two in the alley. Air rushed past him for half a second before he landed. He had a fleeting glance of the armed man's surprised expression before a sharp pain shot through his legs and his knees buckled. With a startled cry, Peter fell forward on to the ground.

"What the-?" A rough voice said from above him. It shifted in to a shocked laugh as Peter scrambled to pick himself up off the ground. He was on his hands and knees, when he looked up to see the man pointing his gun at him. "You're that weirdo with the spandex and webs. Get outta here, this don't concern you."

' _Danger!'_

Peter could feel his skin breaking out in to goose bumps as his Spidey sense bombarded him. Adrenaline pumped through him giving him enough energy to dodge the shot fired at him. He was quick, and for a moment the man looked around. Bewilderment scrunched up his face and Peter took his moment of confusion to pull the gun out of his hands. He easily crushed the weapon in his palm and tossed it aside. Both men were looking at Peter in fright. The gunman recovered first, turning on his heals to run away. The injured man quickly followed after him, though he hobbled at a much slower pace. Peter raised his hand to fire a web at the gunman. He missed. Silver webs flew past the man, about a foot to his left. Peter felt his brow scrunch in confusion. His hands were shaking. No. His whole body was shaking. His head was pounding. He aimed again at the man's retreating figure. He missed again.

"I have sent an anonymous tip to the NYPD. They will be arriving here shortly. Peter, you must leave now!" Karen snapped urgently.

Huh. So Karen could get upset. Interesting.

"Can't." Peter muttered simply. He wanted to say more, but he had no energy to do so. His brain felt disconnect from his body. The ground was moving towards him. No. Peter had fallen. A moment later, Peter realized that he was lying on the ground. His vision was growing dark in his peripheral vision. He needed to get up. The police were coming. They were on the same side, but Peter was the only one who saw it that way. He was a vigilante.

He needed to get up. He would. He just needed to close his eyes for a second…

"Kid! You with me?"

Mr. Stark. That was his voice, but it sounded far away. His voice was high and panicky. The sound of it sent a spark of worry through Peter's chest. A slight weight rested against his head. Cool metal curling around his forehead. Peter tried to open his eyes, but found that he couldn't. They were so heavy. He had to let Mr. Stark know that he was awake. That he was fine.

"Mmmhmmm." Peter mumbled, hoping that would be enough to ease the man's worry. Really, it was all he could do.

"Yeah, so that's a no." Mr. Stark grumbled lightly. Peter felt hard metal arms slip under his knees and back. His head fell to the side and landed with a soft thump against smooth cool metal. The surprise of the motion was enough to make Peter crack his eyes open on reflex. Shiny red metal filled his vision before the weight of his eyelids came crashing down. "Try to stay awake." Mr. Stark urged.

The roaring of repulsors filled the air and cold air whipped uncomfortably against Peter's body. A shiver wracked his frame and a moment later, his suit's heater started to emanate a soothing warmth. Vaguely, Peter felt bad about how he had treated Karen earlier. He made a mental note to apologize to her and to never criticize her mother-henning again. The warmth felt nice. It surrounded him like a cocoon and swaddled his brain like a blanket. His thoughts were being smothered and Peter was being pulled down…

"… run a quick test to see if there are any abnormalities."

A woman's voice, small and soft, floated through the darkness of Peter's mind.

"Step on it, Doc. I need a solid answer before Happy shows up with Joyce Byers." Mr. Stark's familiar voice cut through the void. Though his words made no sense to Peter, he couldn't help but feel relaxed. Mr. Stark was here. Everything was okay. "She's really a 'no nonsense' kind of a woman." The man added.

"Yes, I'm sure _you're_ not at all interested in knowing the results." The woman's voice was clearer now that Peter was truly awake. It was Dr. Cho. He kept his eyes closed as he heard her retreating footsteps. It wasn't that he disliked Dr. Cho, but she wasn't who he wanted reassurance from right now.

Peter opened his eyes to see Mr. Stark sitting in a chair at his bed side.

Wait, his bed side?

Peter looked around quickly and realized with a sinking heart that he was lying in the Avengers Medical Bay. Again. Mr. Stark didn't seem to realize that Peter was awake. He was running a hand through his hair nervously and his eyes were looking vacantly at the adjacent wall. Peter recognized all the signs of Mr. Stark's 'deep-in-thought-do-not-disturb' expression. Peter felt that this was a good time to alert the man of his conscious state.

"Who's Joyce Byers?" Peter asked, his voice came out raspy so he quickly cleared his throat. Mr. Stark jumped in surprise and his head whipped around to face him.

"Oh, hey Sleeping Beauty. Damn, that stuff kicked in quick." He rambled in a jumble of words while giving a quick glance to Peter's right hand side. Peter followed Mr. Stark's line of sight and saw an IV was connected to his hand. Needles twice in one day. Ew. Peter noticed that he didn't feel faint, so whatever was dripping through the needle wasn't super crazy painkillers.

But, wait. He _didn't_ feel faint. That didn't add up. Peter's eyes tightened as he stared at the needle in his hand. Was he only phobic of needles when they were entering his body? He felt fine now, but he was pretty sure that most people with a fear of needles couldn't stand them at all. A knot coiled in his stomach. Peter didn't want to think about it too much, so he searched for a change of subject.

"Who's Joyce Byers?" Peter asked again, raising his eyes to meet Mr. Stark's. There was a twinkle of amusement in them though he tried to dismiss it with a nonchalant wave of his hand.

"No one. Don't worry about it."

Peter frowned at that. Joyce Byers. That name was familiar. He thought for another moment before it came to him. Oh, she was that character on 'Stranger Things'. Will's Mom. Fiercely protective of her kids and always fighting for them. Peter thought she was truly a model example of a 'Mother of the Year', even if her high-strung anxiety was a bit grating at times.

All of a sudden it clicked.

"Were you talking about May?" Peter asked. As confirmation, Mr. Stark's badly concealed amusement grew in to a smirk. "Oh, c'mon. She's not that bad." He added defensively.

"Mmmm, I don't know, Kid. Pretty sure that she's one step closer to making a Christmas lights Ouija board wall every time you wind up here." Mr. Stark's tone was casual, but Peter could sense the tension building inside of him. "Speaking of which, why don't you go ahead and tell me what the hell happened today. Karen tells me that you were refusing to stop and eat, which I find baffling, what with you being a human garbage disposal and all."

Peter dropped his eyes down to his lap and his shoulders sagged in shame. He nervously curled his toes in the sheet of his bed. Where to begin? Everything had gone wrong so quickly. He should have immediately called Mr. Stark and told him what was wrong. But, once again, he didn't think things through. This might have all been preventable if he got help sooner.

"Hey," Mr. Stark's voice interrupted his train of thought. A heavy hand landed on Peter's shoulder causing him to look up at the man. Mr. Stark's brow was tight as he regarded him with a severe expression. "Is this a self-image thing?" He asked hesitantly.

Peter's mind took a moment to process the implication of Mr. Stark's words.

Oh.

"What? No." Peter denied quickly. "Mr. Stark, I didn't suddenly become anorexic since the last time you saw me eat a large pizza by myself."

"Oh, good." Mr. Stark sighed in relief, like a man who had just dodged a bullet. Peter wondered what he had planned to say to him if he really did have an eating disorder. Mr. Stark wasn't exactly well known for his sensitivity. "So what happened?" Mr. Stark asked, more at ease now that the worst possible answer had been eliminated from the possibilities. "Karen had to call me because you fainted after hitting the wall."

"Actually, I hit the ground." Peter replied with a grin, trying to break the tension with some humour. Mr. Stark looked like it was taking all of his will power to not roll his eyes at his terrible joke.

"Your body ran out of glycogen." He clarified, unnecessarily. "And it seems to me that this whole fiasco was completely avoidable. So spill."

A moment passed in silence while Peter collected his thoughts. Mr. Stark shifted in his seat and crossed his arms over his chest.

"I think the vaccinations that my school was giving out today had a weird effect on me." He blurted out suddenly. Mr. Stark's eyebrows rose, seemingly of their own accord. It wasn't often that Peter saw the man look so shocked. Clearly, that wasn't one of the scenarios that Mr. Stark had anticipated. "Like, I think it was fine for normal people, but it interacted badly with my mutation." He clarified. A beat of silence passed and Peter watched Mr. Stark's expression shift from shocked to skeptical.

"Nope." Mr. Stark said abruptly, shaking his head slightly. Peter stared at him, confused by his denial.

"What?"

Mr. Stark sighed and leaned back in to his chair and regarded Peter with a serious look.

"Before your Aunt signed the waiver, she came to us to ask if something like that could happen." Mr. Stark explained. "Helen ran extensive testing on the blood samples we have on file. The only problem you should have is burning through the vaccine quicker than a normal person."

"Oh." Peter said. He was a little shocked that so much had gone on behind the scenes, without his knowledge. He wasn't sure what to say after that. Something had happened to him. It's not like his brain could have imagined all of that pain, right? The possibility existed that that was the case. Peter's heart fluttered in freight, so he changed the subject. "So how often do I need to get booster shots?"

"Helen thinks you'll need to get them every two and a half years." Mr. Stark said. Peter noticed that his gaze had become more concerned. Some of his freight must have shown on his face. "What kind of 'bad interaction' are we talking about?" He added wearily.

"My sense of taste freaked out." Peter admitted. His stomach gave a pang of pain at the reminder and Peter reflexively placed a hand on his abdomen. "I couldn't eat anything after the shots cause it hurt so bad."

Mr. Stark's face became pinched with worry and his eyes narrowed with intense focus. Peter knew that he wasn't looking at him anymore, but rather through him. The problem solver in him had taken over, but he didn't have all of the variables to formulate an answer.

"That shouldn't have happened…" Mr. Stark trailed off before standing abruptly. Before Peter could ask where he was going, he darted out of the Medical Bay. Peter just stared after him, wondering if he had said something wrong. After a few minutes he returned with an apple in one hand and a bottle of water in the other. He casually tossed the apple at Peter, who caught it in mid-air. "What about now?" He prompted while placing the water on the table next to Peter's bed.

Peter turned the apple a few times nervously in his hands. He was so hungry, but he was dreading the pain that was sure to follow. Gathering his courage, he took a large bite. The sweet and tart juice spread over his tongue as he chewed. His shoulders sagged in relief as the pain never came. Instead, a sort of numb tingling sensation lit up his taste buds.

"Still feels kinda weird, but it doesn't hurt." Peter said, his words garbled by the chunks of apple. A wave of relief washed over Peter as he quickly devoured the rest of the apple. This wasn't permanent. It was going away. Peter was surprised to see that Mr. Stark didn't seem to be any happier about the situation. He paced a couple of feet away from Peter's bed and was rubbing a hand over his goatee.

Just then, the door to the Med Bay opened and Dr. Cho appeared, looking over a tablet in her hands as she walked in. Mr. Stark turned his attention to her as soon as she entered.

"Hey, Dr. Cho." Peter called. Dr. Cho glanced up to find Peter smiling and waving at her from his bed.

"Hello, Peter. How are you feeling?" She asked as she started to walk towards his bedside. Peter could sense the litany of doctor-y questions about to be thrown at him. He mentally started to prepare the long list of generic responses: yes, I'm fine. No, I don't have any aches or pains. No, my head doesn't feel fuzzy. 4 X 12 = 48. Etcetera. Before he had a chance to answer her first question, Mr. Stark answered for him.

"He says that the Tdap and Meningococcal vaccinations had a bad effect on his spliced genetics." He said quickly, cutting to the chase. He took a few strides so that they stood within a few feet of each other. "So tell me what'cha got, Helen. What's the word?"

Dr. Cho's professional demeanor didn't budge an inch, however the silence that followed Mr. Stark's question was enough make Peter's heart beat faster in panic.

"Well, that's just the problem. There is no trace of either of those vaccinations in Peter's blood."

Peter sat rigidly in his bed. He wondered, briefly, if there would ever be a time when his mutation would stop throwing curve balls at him. Those vaccines last for 10 years in a normal person. How the hell did his mutation manage to burn through it in less than 24 hours?

"I burned through it _that_ fast?" He asked. His voice came out high and squeaky but he was too freaked out to feel embarrassed by it.

"No. You never received them. The adverse reaction you had was caused by a sedative." Dr. Cho explained, her voice gentle and calm. Peter's whole body froze. He couldn't breathe. It was as if all of the oxygen had been sucked out of the room. Mr. Stark had also gone very still. His skin looked pale. Without waiting for any prompting, Dr. Cho continued to explain the situation. "Whoever created the sedative made it powerful enough to handle your metabolism, however it is obvious that they didn't have access to any of your personal medical records. Otherwise it wouldn't have affected you negatively-".

"Hold on," Peter interrupted, finally finding his voice. "So what you're saying is that the nurse gave me a sedative instead of my vaccinations?". He could breathe now, but it was all wrong. His breaths were shallow and choppy. A million questions rattled around in his brain, fighting for dominance. He couldn't grasp one. "What? Why would she-?"

Peter was painfully focused on his panic and at the same time also detached from it. The sound of his rattling breathes filled his ears, blocking out everything else. He could feel a sharp pain in his chest, like a bee flying around in a bass drum. At the same time, his mind was caught in a loop of unanswerable question fragments. A warm weight settled around his shoulders, grounding Peter slightly. Mr. Stark was sitting beside him, seemingly having materialized out of nowhere.

"Deep breaths, Pete. In and out."

Peter tried. He really did. It was impossible. His throat was closing up and his chest muscles were starting to ache from the effort.

"Can't" He wheezed. A warm and calloused hand wrapped around his. Mr. Stark placed his palm over his chest.

"Yes, you can." He affirmed, his voice strong and sure. "Like this" He added while drawing deep breathes. Peter felt Mr. Stark's chest rise and fall steadily under his palm. There was something in the man's sure confidence that started to ease Peter's mind. Mr. Stark was calm. If he was calm, then Peter could be calm. Everything would be alright. That realization took a bit of the edge off of his fear and halted his escalating panic.

"Peter, I want you to focus on some details in this room." Dr. Cho's voice calmly instructed. It startled Peter a bit. In his panic, the world had shrunk until it only encapsulated himself and Mr. Stark. He had nearly forgot that she was there as well. "What is something that you can see or feel?" She asked.

Peter took a moment. While matching Mr. Stark's deep breathes with his own, he focused on his senses. He could feel, under the pads of his pinky, ring, and middle fingers, raised and bumpy skin in a curved shape. Like the partial edge of a circle.

"Mr. Stark has a scar."

Mr. Stark's chest rumbled as a startled laugh burst from his mouth. Peter realized, a moment too late, how creepy that must've sounded. Despite his embarrassment, Mr. Stark's laugh did more to calm Peter's nerves than anything else. He could feel a slight blush colour his cheeks as he retracted his hand from Mr. Stark's chest. Mr. Stark's arm remained securely around his shoulders. It's warmth and weight made Peter feel safe.

"Yeah, well, when you mix man with machine, you tend to get a bit banged up in the process." Mr. Stark said. Peter knew without looking that Mr. Stark was smiling. "Tell me something good, Helen." He added in a more serious tone.

"The sedative is almost completely out of his system and there are no other abnormalities in his blood."

Peter sighed a shuddering breath and, in response, Mr. Stark's arm tightened. Peter could feel Mr. Stark's body turn to face him. His arm pulled away from his shoulders, but his hand remained on the juncture between his shoulder and neck. His thumb rubbed soothingly against his spine. Peter glanced up and was met with a grave expression.

"I know your scared, but I need you to focus up, Pete." He said in a strained voice. "That nurse, do you remember anything about her? Physical appearance? Name? Anything helps."

Peter took a deep breath and search his memory, trying to recall every possible detail that he could think of.

"Her nurse ID thing, the one they wear on a lanyard, said 'Claire Stephens'." He began. He screwed his eyes shut, trying to recall her exact image in his mind's eye. "She looked like she was in her 30s. Tall and thin. She had super wild and curly brown hair with purple streaks. She had white framed glasses. They were shaped like octagons. And her eyes were… hazel. I think."

Mr. Stark's hand gave one last squeeze on his shoulder and Peter felt his bed shift as he got off of it.

"FRIDAY?" Mr. Stark called expectantly. Peter opened his eyes to see the man staring expectantly out in to the larger area of the Medical Bay.

"I ran a search of all 'Claire Stephens' living in the state of New York. There are four women by that name, but none of them are nurses or match Peter's description."

Mr. Stark cursed under his breath.

"Broaden your search to include all of the United States." He ordered. "Also, get me the security camera footage from Midtown High School."

Peter felt his eyebrows raise. Could he really access those? Peter wasn't sure how far Mr. Stark's influence ran, but he was pretty sure that the school wouldn't allow him to see their security footage. Not to mention, if he did request permission to view them, that would open a whole can of worms as to _why_ he want to see them.

"Accessing that footage is in violation of-"

"I don't want to hear it FRI!" Mr. Stark barked. Peter sat in stunned silence. Oh, okay. So he wasn't asking for permission. Out of the corner of his eye, Peter saw Dr. Cho take her leave. Apparently, she didn't want to be present when Mr. Stark started breaking the law. Or at least harshly bending it. "Get me all of the footage from today. Get me the past couple of days, while you're at it."

A few seconds passed while FRIDAY carried out her orders. The room was so quiet. Peter was hyper aware of every little sound and sensation. Mr. Stark's forcibly calm breathing. The air conditioning in the room turning off, halting the air circulation in the room. It was as if the Med Bay itself was also holding its breath.

Now that Peter had managed to ride out his anxiety attack, a sort of eerie calm had washed over him. He could think clearly now and could grasp the full magnitude of the situation.

Someone was after him.

Someone knew he was Spider-Man, or at least knew he was a mutant. That was the only explanation he could think of to explain why someone would go through such lengths to get to him. A shudder wracked Peter's frame. He felt violated. Someone had knocked him unconscious. Someone he didn't know. Someone with unknown motives. They could have done anything to him. Peter's stomach turned. There was only an apple in his stomach, but he felt like he was going to be sick.

"The only image of the woman in the past week's footage is this." FRIDAY said while projecting grainy footage of the school's office. In it, the six nurses and the other medical personnel assisting them were signing in at the office. Peter could see the face of every person, except one. The woman was subtly hiding her face from all of the school's cameras. "She seemed to be aware of where the cameras were and was careful to hide her face from them." The AI added.

Peter felt his stomach drop. He took a few more deep breathes. In through his nose, out through his mouth.

"She knows who I am." Peter stated in a weak voice. He had said it aloud, and his fear felt so much more real and tangible now. Mr. Stark turned to look at him, his eyes softening as they met Peter's. "She knows I'm Spider-Man." He continued as Mr. Stark walked back to his bed side again. Behind him, the projection disappeared. "Why would she do this to me?" Peter's voice broke near the end and tears stung at his eyes.

Mr. Stark was sitting beside him again. His side pressed against Peter's and arms wrapped around his torso. There was a subtle amount of strength in his embrace. Like his arms were holding together something on the verge of shattering. His head was tucked under Mr. Stark's chin, his eyes pressed into the hollow of his neck. Mr. Stark said nothing. He just sat and held him until Peter could compose himself. Gradually, the burning in his eyes receded. Peter began to pull away from Mr. Stark, who remained sitting next to him. The man was staring at him with a serious gaze.

"I'm guessing that she wanted some blood samples." Mr. Stark said, his own voice wavering slightly. "She must've known that this was her best opportunity to get it without me knowing about it."

Peter felt fatigue crashing down on him. It was all too much. In his tired haze, Peter suddenly manage to connect the dots.

"All of this took a lot of planning. She must've known about me for a long time." He stated, a horrible realization dawning upon him. "Mr. Toomes is still locked up, right?" He asked wearily. Mr. Stark's gaze grew hard as he followed Peter's train of thought.

"Yes. He's not getting out." He replied harshly. Despite Mr. Stark's certainty, Peter could feel a knot of worry growing in his stomach. Mr. Stark's exhaled sharply and ran a hand over his eyes. His demeanor suddenly became less angry and more determined. "You're staying here tonight." He added. Peter looked in dismay around the Medical Bay. He hated sleeping here, and in all honesty, there was no need for it. He was emotionally wrecked, but physically fine.

"But I feel fine-"

"I know. I don't mean 'stay here in the Med Bay'. I mean 'stay here at the compound in your room'." Mr. Stark clarified. "I'll talk you're Aunt into staying too. Here is much safer than your apartment."

An invisible weight fell of Peter. Staying in his room, which had become like a second home, was much more appealing than staying in the Medical Bay. But then a thought crossed his mind. The compound was about an hour-long drive from Midtown. He had school in the morning.

"What about school?"

"We'll call you in sick tomorrow." Mr. Stark said, exasperation colouring his tone. Peter frowned at that. He didn't like the idea of missing school. He had a commitment to MJ and their project. "I don't want you to leave the compound until we have air tight security protecting you out there." Mr. Stark added, gesturing with one hand towards the windows. Peter knew he meant the world.

The world that he was no longer safe in. The thought really put things in to perspective.

"Okay." Peter agreed in a small voice.

"Also, you're benched until we get this sorted out. No patrolling until we've caught whoever is behind all of this." Mr. Stark said, his voice ringing in finality. Peter felt himself go cold. This all felt horribly familiar. He couldn't give up being Spider-Man. His city needed him. He looked after his neighbourhood. Being Spider-Man gave him purpose and value in life.

"What? Mr. Stark, I can't just-"

"This isn't a discussion, Peter!" Mr. Stark snapped at him. Peter flinched and dropped his eyes to his lap. But not before catching a glimpse of Mr. Stark's horrified expression. A second later, Mr. Stark's hand was on his shoulder. He looked up and Mr. Stark leveled his with a softer look. "I get your whole 'looking out for the little guy' bleeding heart philosophy. You want to help people, and that's very admirable. But you also need to look after yourself. There is someone out there that could hurt you. Who _has_ hurt you. We have no leads on this person's real identity. We don't know if they will try to hurt you again. Now is the time to keep your head down and not go looking for trouble."

There it was, all laid out on a table. All the facts were present. What they knew, or rather what they didn't know. Peter couldn't deny that it was smart to take a break.

But that wasn't the only reason. Peter didn't want to admit it, didn't want to make it real by giving voice to it. He was strong. He was Spider-Man. But also, he was Peter Parker. And he was afraid.

"Okay." Peter agreed with a small nod of his head. The hand on his shoulder relaxed and Mr. Stark breathed a sigh. This caught Peter by surprise. He hadn't realized that the man cared so much about his input and decision. Mr. Stark had given him an order, not a request. But maybe… it was both? He didn't want to stop being Spider-Man, even if was just for a short amount of time. But still, that dread grew in his stomach. Like a black hole that was sucking away his courage. It would collapse him from the inside. "Mr. Stark?" he asked in a trembling voice. "I'm scared."

Mr. Stark's hand tightened and drew him closer to his side.

"Don't be." He said firmly. "I'm never gonna let anything happen to you."

Peter wanted to believe that. He wanted to feel as assured as he did the first time Mr. Stark had made him that promise. Unlike that day in the Medical Bay, months ago, when he was recovering from electrocution, he didn't feel safe. The danger wasn't ambiguous anymore. It wasn't a potential threat. It was real. Someone was out there, hiding the world. Someone could take everything from him. May. Ned. MJ. Mr. Stark. His life.

"I got you." Mr. Stark murmured. A knot tightened in Peter's throat.

Yes. Yes he did.

 **AN: And there you have it. A nice LOOOOOOOOOOOONG chapter to kick off the finale. This fic is wrapping up soon. I plan to have the last chapter done before 'Endgame' comes out.**


	7. Kidnapped

**AN: It's a bit later than when I wanted to be finished, but all in all not too bad. Alright, Finale time! Special thanks to everyone who has been following/favoriting this story and reviewing. Your encouragement has given me much joy and confidence. So, thank-you!**

 **Kidnapped**

Peter's skin was prickling again. Well, okay, maybe it was inaccurate to say that his skin was prickling _again_. In the three weeks that had passed since he had been knocked unconscious and had his blood taken by a weirdo nurse, the prickling hadn't ceased. So perhaps it was more accurate to say that his skin was prickling still. It was the sort of prickling that rippled over his skin when his Spidey sense was telling him he was being watched. On reflex, his hand wrapped around the wristwatch on his left arm, finger hovering just over the emergency alarm. He knew if he pressed that alarm, Mr. Stark would be there in an instant. Or rather, Iron Man would. And there would be hell to pay. Despite his edgy nerves, he didn't press it.

Peter raised his eyes and took a sweeping look over the street. All around him, vibrant New York city life was bustling. Ned was at his side as they walked down the sidewalk. He was jabbering on about… uh, well… something. In truth, Peter hadn't really been paying much attention to him. Nor had he been contributing much to the conversation. It was difficult to be present and in the moment with the people in his life when his senses were screaming at him like this. Guilt churned in his stomach as he tried to tune back in to the conversation. Or, well, monologue. With half of his attention, he tuned in to Ned's rambling about ice cream. With the other half of his attention, Peter surveyed the street around him, looking for the eyes that were following him.

There they were, hidden in plain sight. A man that Peter recognized was following a few paces behind him and Ned. Across the street, a woman, who Peter also recognized, was heading in the same direction as they were. Though his fingers itched with nervous energy, Peter didn't press the alarm. They were people that Mr. Stark had hired to keep an eye on him at all times. To shadow him and report anything suspicious. Despite the fact that Peter had been introduced to them and that he knew that they were safe, being watched all the time was setting his Spidey sense on edge. He couldn't tell anymore whether the prickling on his skin was caused by his guards or by people with more sinister intentions. The result of this was that he was increasingly more irritable these days. With a frustrated huff, Peter let go of his wrist and jammed his hands in to the pockets of his hoodie.

"Dude, where are you going?" Ned's voice called from behind him. Peter turned around and was surprised to find that Ned had stopped at an intersection. Peter had been so wrapped up in his own thoughts he hadn't even noticed that he wasn't beside him anymore. Giving himself a mental shake, Peter jogged back a few paces so that they were both facing the cross walk.

"Sorry, I thought we were going to the corner store." Peter said while gesturing down the path he had been walking. Ned shook his head.

"No way, Man. Were celebrating your science fair win! This calls for the ice cream of champions!"

Peter forced a smile on his face at Ned's excited tone and he suppressed the urge to correct his friend's statement. It was his win, but it was also MJ's. True to his word, Peter had built a prototype water filter. Now that his crime fighting career was on hiatus, he had had ample time to build it. Their project had been the most advanced one at the competition. After the judges had announced them as the first-place winners, Ned had navigated the packed gymnasium and had excitedly congratulated them. He had invited the two of them to go out and celebrate, but MJ had declined. Not that Peter could blame her. He hadn't been the best company these past couple of weeks, and after their disastrous coffee date… well, Peter didn't want to think about it. Just remembering that day was causing his cheeks to flush.

"So, what's the 'ice cream of champions?'" Peter asked, trying his best to remain in the moment. Here with Ned. The crosswalk light lit up and they shuffled with the rest of the crowd across the intersection.

"You'll find out when we walk two blocks that way." Ned replied with an air of mystery. Peter smiled at his friend's goofy antics. The past few weeks had been nerve wracking to say the least, but Ned was still there. Filling the silences with chatter. Willing to hang out with him in spite of his touchy temperament. Peter's nervousness had already scared off MJ, maybe for good. But he was eternally grateful to have a ride or die friend like Ned.

Soon enough, Ned stopped in front of an ice cream parlour. He gestured dramatically at the poster displayed in the window. Peter felt his jaw drop in awe before he recovered and started to laugh.

"No way…"

"Like I said, ice cream of champions!"

The brightly coloured poster displayed pictures of all of the original six Avengers along with ice cream flavours named after them. Peter looked closer at the poster.

"Stark Raving Hazelnuts, A Hunk of Hulk of Burning Fudge," He murmured to himself. "Black Licorice Widow?" He said in disbelief and looked over at Ned. His nose scrunched up in distaste. "They're really reaching to make this gimmick work. That doesn't even sound like it would taste good."

"I bet that red stuff twisted in it is cherry. You know, to balance out the licorice and make it sweet." Ned said while tapping the glass above of the picture. Next to it, Peter noticed a picture of Thor. Blue lightning was crackling around him and a blue ice cream cone.

"Electrifying Blue-raspberry? Dude, they didn't even bother to come up with a decent pun for Thor's name!"

"Unacceptable! Unacceptable I say!" Ned exclaimed while shaking his head in mock disgust. Suddenly, his eyes widened as they ran over the poster once more. "Hey, there's no Spider-Man ice cream."

Peter raised his brow at Ned's confused tone.

"Spider-Man's not an Avenger."

"Not yet." Ned conceded. "And as a trainee Avenger, who better to try all of these and judge if they are worthy of public consumption." He added quietly. Peter was grateful that he at least kept his voice down. A smile lit up his face as he realized what Ned's plan was.

"Well, we can't have subpar ice cream tarnishing the Avenger's names."

"Exactly." Ned called over his shoulder as he pulled open the door and headed inside.

Peter followed after him, shivering at the blast of cold air that greeted him. He grimaced slightly at the sensation. This was one of those places that had the air conditioning working overtime. They approached the counter and each ordered a two-scoop cone. Hazelnut and fudge for Peter, blue-raspberry and black licorice for Ned. They decided to sit outside in order to escape the frigid air conditioning. There were two tables outside, one of which was vacant. A woman sat at the other table, alone, chatting with someone on her phone. It was mid-April, and the weather was warm and pleasant. Despite this, goose bumps raised on Peter's skin.

' _Someone's watching you…'_ His body whispered. Peter closed his eyes for a moment in frustration. Of course someone was watching him. It was his guards, that was all. They were being paid to watch him; it was their job. His senses were frazzled. They could tell the difference any more between friend and crazy nurse. Out of reflex, Peter opened his eyes and scanned the area for anything out of place. He forced himself to stop. It was no use anyway. He couldn't trust anyone except a few close people in his life. Anyone could be an enemy lying in wait. Peter's eyes flitted over to the woman at the other table and he regarded her with suspicion. She was laughing as she recounted her day to whoever was on the line, and suddenly Peter felt very ashamed. She was obviously not a threat to him. How messed up was it that he was even considering her as one.

' _That nurse didn't seem like a threat either.'_ Peter thought as his heart rate started to pick up speed. He couldn't keep living like this. Peter was determined to not let this paranoia hinder his life anymore. This paranoia that was causing him to be a nervous wreck had already ruined his date with MJ. He would be damned if it would ruin anything else. His eyes slid off of the woman on her phone and settled on Ned. He was licking at the top scoop of ice cream on his cone. The Black licorice Widow.

"So, how is it?" Peter asked.

"Hmmmm. Surprisingly good." Ned said appreciatively. A grin lit up his face as he slipped the pointed cone between his index and middle finger. He held it like a brandy glass and made pretend swirling motions with his wrist before taking another bite. "The undercurrents of cherry bring out the boldness of the licorice in a medley of bitter and sweet." He added in a pompous voice. Peter laughed at his antics before taking a bite of his own ice cream. Creamy chocolate and fudge graced his tongue and caused him to smile on reflex.

"This tastes like fudge." He stated bluntly. Ned eyed him with an amused look.

"So, it's good?"

"Yeah." Peter confirmed with a nod of his head. He took another bite of chocolatey bliss. After what had happened before, and his sense of taste had gone screwy, Peter found himself appreciating his sense of taste even more. Much like how one doesn't really appreciate their nose's ability to breathe air until it gets clogged up from a bad cold.

"Someday you'll be a Poet. Or a Bard." Ned joked. Peter opened his mouth to reply when a jolt shot up his spine and his body whispered a warning. "Wait is there a difference between a Poet and a Bard?" Ned asked while Peter looked around nervously. Over Ned's shoulder, Peter saw a man approach the woman at the other table. He crept up from behind, snatched her phone from her hand and took off running. The woman was at a loss for words and she gaped at his retreating figure. Peter immediately jumped to action.

Peter looked around wildly for somewhere private. An ally way would be ideal but the nearest one was quite far away and time was of the essence. That guy was getting away. Dread settled in Peter's stomach as he realized what his only option was. He hoped he wouldn't regret this decision, and he hoped that the apathy of people passing by would prevent anyone from noticing him. Without a word, Peter pressed his ice cream cone in to Ned's free hand and then ducked under the table.

"What are you doing?" Ned asked, but Peter ignored him. Instead, he lifted his left wrist up to his eyes and looked closely at his watch. There were two buttons on it. The one at the top was the emergency alarm. The one on the bottom would release a cloaking suit.

 _'Well, I hate to break it to you Mr. Stark but electrically heated clothes already exist.'_

 _'Yeah, but can they spread across your body, adjust to the proper size, and retract in to a wristwatch?'_

Developing the discreet heated suit had been a fun project that he and Mr. Stark had worked on together. It served its practical purpose of keeping him warm during the winter months. During the couple of days after he had been attacked at school, Mr. Stark had kept him and May at the compound while he worked out a tightened security system. This had included upgrading his heated suit to include his newly perfected cloaking device.

Peter quickly pressed the button on his watch and felt the thin material slither up his arm, around his shoulder and encompass the rest of his body. A moment later, his body vanished before his eyes. Straightening up, Peter saw Ned looking around awkwardly while holding both of the ice creams.

"Be right back." Peter murmured quietly as he passed by Ned. His eyes widened as he looked at the general area where Peter was standing.

"What? Where are you-?"

Peter ran off before he could finish. He had a thief to pursue and every moment that he wasted would make it harder for him to find again. As quickly and silently as he could, Peter weaved through the crowded street. He was careful to not bump into anyone as he slipped through the streets undetected. Every now and then, the sidewalk became too crowded. So he would have use his enhanced grip to crawl along the side of the buildings.

Peter had been very grateful to Mr. Stark for modifying his heated suit. He knew that Mr. Stark had installed this cloaking device for the purpose of hiding and escaping from his unknown attackers. However, Peter had found this alternative use for it. Using his suit to discretely take down criminals had given him peace of mind, which had been absent during his first break from Spider-Man. When May had ordered him to give up being Spider-Man, the guilt he felt from doing nothing had crushed him. Now, he wasn't actively looking for crime, nor was he patrolling. But he had the ability to stop crime that was happening right in front of him.

It was an odd feeling to have people lay their eyes on you, and yet not see you. As Spider-Man, he hadn't ever worried about discretion. He had no reason to hide. His blue and red suit announced his presence with a dramatic flair. In addition to that, as Spider-Man, Peter felt more confident and cocky. He would sass out one-liners and banter with criminals. That was the one major draw back to fighting crime while invisible and avoiding the attention of others. He had to keep him mouth shut. He still found himself saying his one-liners, but just to himself in his mind.

After running around people, and a few times up walls, for a couple of blocks, Peter finally found the man he was looking for. He had stopped running at this point and was leaning against the wall of a building. In one hand, he held the woman's phone. With his other hand he was jabbing at the screen, a look of frustration marring his face. Peter approached with soft foot steps. He swiftly pulled the phone out of the thief's hand and enjoyed the pure look of confusion that crossed his face.

' _Yoink.'_ Peter thought to himself. If he were Spider-Man he would've said it aloud. Instead he retreated quickly and hurried to retrace his steps back to the ice cream parlour where he left Ned. Hopefully, that lady was still there.

But then a thought occurred to as he looked down to the phone in his hand. His _invisible_ hand, that was attached to his _invisible_ body. Mr. Stark didn't equip the suit with pockets. Peter's stomach sank with dread as his prickling skin was hit with a fresh wave of goose bumps.

' _Someone's watching you.'_

Yes, of course, someone was watching him. Now that a phone was floating in midair, many people were watching him. Their eyes were on him, and at the same time through him. Who was a bystander and who was an enemy? Peter had no way of knowing. His heart hammered in his chest as he hastened his pace. Within a few minutes, he reached the ice cream parlour. Ned was still sitting there and was still holding both ice creams. Through the front window, Peter could see the woman inside. She was using the store's phone to contact someone. Maybe the police? Peter went inside and placed the phone next to her on the counter. The woman's eyebrows shot up her forehead.

"What the hell?" She squeaked in a high voice. Peter was already running out the door, desperately trying to escape the situation. At their table, Ned was idly nibbling at his ice cream cone, a look of deep concentration on his face. A few napkins were wrapped around the base of Peter's ice cream cone, to prevent the ice cream dripping on Ned's hand. It seemed that Ned thought that Peter would return and they would pick up where they left off. Guilt stung at Peter's insides as he approached Ned's side.

"C'mon let's go." Peter said quietly. Ned jumped in surprise and managed to dump both cones on the table. He turned to face Peter, though his eyes darted around trying to find him.

"Peter?! Where are-?"

Peter flinched at Ned's loud tone. Not just because it was far too loud for his enhanced hearing, but also because he was drawing attention to themselves. He quickly placed one hand over Ned's mouth to keep him quiet. It was odd to be able to see through his own hand.

"Shhh!" Peter hissed and then lowered his hand. Ned's eyes were the size of golf balls and for a moment he was speechless. But only for a moment.

"Oh my god, are you invisible? That's so cool!" Ned said in a stage whisper. Peter wrapped a hand around his elbow and hoisted him to his feet.

"C'mon Ned." He murmured while leading them away. He kept his hand gripped on Ned's elbow so that he would know where he was. He also tried not to think about how, if Peter were visible, they would resemble an old timey gentleman walking his lady home.

"Shouldn't we clean up the ice cream?" Ned asked as he craned his head to look back at their table. Peter skin was crawling. And his heart was pounding. And he had no time for this.

"No, it doesn't matter." He muttered. Ned shot him an odd look. "Don't look at me. Look forward." Peter stated firmly, but still in a quiet tone. Ned snapped his head forward. He seemed to finally understand that he really shouldn't be talking to or looking at an invisible person.

"Is this one of your powers? Why didn't you tell me that you could turn invisible?" He asked quietly, excitement permeating his whisper.

"I can't turn invisible. Mr. Stark made me a cloaking suit-"

"That's so awesome!" Ned exclaimed a little too loudly. Peter shushed him again while cursing himself for getting himself into this situation. Ned was his best friend, but he had no chill. "We could make so much money off of Youtube." Ned added. Peter felt himself bristling at the comment, but tried to contain himself. God, he wasn't in the mood for this.

"No, Ned-"

His skin was prickling.

"Like you wear that suit and I'll film you moving stuff like a ghost and going 'wooooooo'."

"Ned-"

Eyes were on him.

"Or, like, some other spooky stuff like making a merry-go-round turn by itself."

"Ned-"

The world was at the same time, too small and too large.

"I mean, I don't think that sort of thing would attract much attention 'cause you could easily do that with editing software, so we should be good."

' _Someone's watching you.'_

"Shut up, Ned! We're not doing any of that!" Peter snapped. Ned stopped dead in his tracks and his face crumpled. Hurt shot through his eyes and stabbed through Peter like knives. A stunned silence passed where Peter tried to find his voice again. "I'm sorry. I didn't mean-"

"No, it's okay. I wasn't really being serious anyway." Ned said quietly. His face smoothed and he started walking again. "So, why did Tony Stark make you a cloaking suit? You didn't have it before, right?" Ned asked while looking at the general area that Peter stood. Peter wanted to tell him to look forward, but couldn't bring himself to do it. He had yelled at Ned. He had _never_ yelled at him before, no matter how obnoxious he was. Paranoia was twisting him in to someone unrecognizable. It was ruining every aspect of his life.

"Yeah, it's new." Peter choked out despite the iron fist that was closing around his esophagus. "Mr. Stark made it for me a couple weeks ago."

"Oh, so that was what you were doing those couple of days you stayed home from school?"

"Yeah."

Peter had carried a lot of secrets in his life. All of them had weight, and some were heavier than others. But this one was stifling. It pressed in on him from all sides. He wanted to tell Ned about what had happened. Ned wouldn't be able to help him, but it might help to relieve some of the pressure. But what would he say?

' _Hey, Ned. Guess what? A crazy nurse drugged me and stole my blood at school! Yeah, we don't know if she'll come back or not. Isn't that weird?'_

Involving Ned in this would be ridiculously selfish. Despite the twisting ball of nerves in his stomach, Peter decided to say nothing.

"Dude, are you okay?" Ned asked quietly. He glanced down at his elbow and Peter realized that his hand was trembling. No, all of him was trembling. Trembling from fear or trembling from his wound-up nerves. Peter couldn't tell which it was. "You're kinda… off lately."

"Yep. I'm good." Peter replied. He had to get out of there. He couldn't stand to be near Ned anymore. The weight of this secret was crushing him. He released his hand from Ned's elbow. "I gotta get going. May expects me home soon. See ya later."

"Wait, Peter-"

Peter took off running. He ducked in to side streets and alleys to avoid people as much as possible. He kept the cloaking suit on and let the knowledge that he was invisible to the world comfort him. Despite this, a sense of unease enveloped him.

' _Someone's watching you.'_

It was likely his guards. No doubt, they saw what had happened and had snitched on him to Mr. Stark. Any second now, Peter's phone would ring and Mr. Stark would chew him out for misusing the cloaking suit. The thought loosened the knot in his chest, and Peter found that he could breath a little easier. He slowed his pace gradually until he was standing still. He leaned up against an apartment building to catch his breath.

For a moment, Peter relaxed as a profound sense of ease washed over him. His right hand cupped around the watch on his wrist. Peter gripped it carefully so that he wouldn't accidentally press any buttons. The comforting weight of it rested against his palm. Mr. Stark had promised that he wouldn't let anything happen to him. This watch was testament to that promise.

It had taken Mr. Stark three days to set up a security system for Peter that met his standards. For three days, he and May had stayed at the Avengers compound. Within the safety of those walls, they clung to each other and tried to find their bearings. Neither of them knew what to do. During that time, Mr. Stark had worked non-stop to ensure that Peter was protected outside of the compound. He hired body guards, develop his cloaking suit, and had put his own phone number in Peter's phone.

It wasn't until Mr. Stark had asked for his phone that Peter had realized that, despite their close relationship, he didn't even have means of contacting him without a middle man like Happy or Karen. It really had been kind of ironic. If the events causing Mr. Stark to give him the number hadn't been so serious, Peter might have laughed. As it was, all Peter could do was shake his head in disbelief.

"About time, Mr. Stark."

"Yeah, I should've done that a long time ago." Mr. Stark admitted sheepishly. Peter knew that he should let it go, but he couldn't help feeling annoyed. It was like homecoming all over again. He was being held at arms length even now.

"Seriously, Aunt May and my school have your phone number, and I'm just now getting it?"

"Well, only one of them knows that it's _my_ phone number. Also, check the attitude, Pete." Mr. Stark had said with a bit of bite in his voice. Peter had instantly felt himself back down. Mr. Stark ran a tired hand through his hair. "I want you to memorize that number."

Peter had complied without question. When Peter had moved in with May and Ben, they had also insisted that he memorize their phone numbers. So this brought the total of phone numbers that he knew by heart up to three. Though he would never call Ben's number again, he could still recite it from memory.

Peter had seen very little of Mr. Stark during the three days he spent in the compound, but he always stopped to check in on Peter periodically throughout the day. Each time he would ask him to recite his phone number. Then he would disappear down to his lab to work some more on his suit.

The suit had been completed without Peter's help. The exclusion from lab projects was strange to Peter, but he understood. Unlike the other projects the he and Mr. Stark had built together, this one couldn't be completed at their leisure. The threat was immanent and Peter would just slow Mr. Stark down.

Rationally, Peter had known that Mr. Stark could work ten times faster without him. The reason for his exclusion wasn't personal. However, without a project to work on Peter was left with ample time with his own thoughts.

He worried about the situation he was in. Someone was after him and they may come back. If they did, and if they succeeded in taking him, he might never see May again. Suddenly, the secret he had been keeping from her felt unbearably heavy. He was on the clock now, and his time was running out. If someone took him, and he never saw May again, he would regret for the rest of his life not being honest about Ben's death. He had thought about telling her while at the compound, but every time he tried to talk about it, his would courage fail him. Words would die in his throat and awkward silences would pass between the two of them.

Peter knew he had to tell her. But he didn't know if he could.

The last night of their stay, Mr. Stark had brought Peter down to his lab in order to test out his watch. As soon as he set foot in the lab, Peter felt as though his nerves were stretched like an elastic band about to break. Mr. Stark had dark circles under his eyes, and Peter suspected that he hadn't slept in a while. He seemed to be too weary to notice Peter's distress. The test run had gone perfectly, but the longer that Peter stayed in Mr. Stark's presence, the closer he came to breaking down.

"Alright, my tired old elf eyes can't see you." Mr. Stark said with a tired smile. Peter felt his throat tightening at the reminder of their old joke. "What about you FRI? Do you see him?"

"No, boss. He is completely undetectable to my visual sensors."

"Okay, Kid. Press the same button to retract it."

Peter's hand cupped the watch. His finger hovered over the button but he hesitated. Taking advantage of his invisible state, he breathed a couple of deep breathes to compose himself. He did so as quietly as possible, but the moment was stretching out too long. Mr. Stark's brow furrowed as his eyes darted around the area that he was standing.

"Kid?"

Peter didn't say anything. He was cracking and if he took the suit off, Mr. Stark would know.

"Swear to God, Kid, if you're about to punk me invisible man style…" He said while glancing around the lab. Peter couldn't help it, he laughed at that. Then he pressed the button. His suit pulled away in to his watch, and for a moment he and Mr. Stark stared at each other. Mr. Stark's smile slipped from his face as he took in Peter's appearance.

"What's wrong?"

A simple question, but it opened a flood gate. Before Peter knew it, he was crying. Mr. Stark only looked slightly surprised before he stepped forward to wrap Peter up in his arms. But then again, Peter supposed that he had been crying a lot lately. He knew that he should feel embarrassed about that, but at that moment, he couldn't bring himself to care. Mr. Stark held him and Peter buried his face in to his shoulder. His tears were soaking through the fabric of his shirt. He would have apologized for that, but he couldn't find his voice.

After a few minutes, Peter found himself calm enough to speak again. Mr. Stark had led them over to some chairs as Peter started to tell the story. The words came tumbling out, interrupted occasionally by sobs and hiccups. Peter told Mr. Stark about the night that his uncle had been killed. How he had seen the robber stealing money from a convenience store. How he had done nothing. How that same man had mugged and murdered Ben.

"I couldn't save Uncle Ben. I did nothing and it killed him." Peter said faintly. He dropped his gaze from Mr. Stark's face. He looked pale and shaken and Peter couldn't bear to look him in the eye as he made his last confession. "I killed him."

"No, you didn't." Mr. Stark's voice firm despite his shaken appearance. Its strength flared a spark of hope in Peter's chest. He looked up at the man who was staring at him with wide eyes. "How could you ever think-? Shit." He murmured while he ran a hand over his beard. He was silent for a moment, and Peter could practically hear the cogs working double time in his brain. Peter understood. What do you say to someone who confessed that they were responsible for the death of a loved one? Mr. Stark was probably disgusted with him and was trying to find words to break it to him gently. Finally, Mr. Stark seemed to have gathered his thoughts. "You froze up because you were in a dangerous situation for the first time in your life. Anyone would've done what you did."

Peter felt winded. Like an invisible bat had smacked his stomach. Fresh tears prickled in his eyes.

"But I could've stopped that guy-" Peter choked out.

"No, you couldn't. You were new to you're powers and a fourteen-year-old. You weren't ready, here." Mr. Stark said gently while tapping Peter's forehead. "It wasn't your fault." He said. Tears broke free from Peter's eyes once more and his entire body trembled.

It wasn't his fault. The sentence repeated in his head over and over, each time ringing hollow. Mr. Stark shuffled his chair closer to Peter's and he wrapped an arm around his shoulder. He waited again as Peter took the time that he needed to calm himself. After a few moments, he wiped his eyes on his sleeve.

"Have you told your Aunt about this?" Mr. Stark asked gently. Slivers of ice pierced Peter's stomach as he shook his head. "I'm not telling you what to do, but I think you should tell her."

"I don't know if I can." Peter admitted weakly.

"Yeah, I get that." Mr. Stark murmured and Peter was surprised to hear how understanding he sounded. "I'll just say this; In the eight months that I've gotten to know you and your aunt, I've only ever seen her fight for you. She want's you to be happy and safe and will go so far as to threaten billionaire-philanthropists with restraining orders in order to do so." Peter laughed weakly at the reminder and Mr. Stark smiled at him encouragingly before his expression became more somber. "Right now, you're not happy or safe. I'm working on the second half of that problem, but telling her the truth might help with the first."

It had taken some time to finally gather the courage to tell May the truth. A week and a half, to be precise. Peter was certain that he wouldn't have been able to admit his guilt to May before talking to Mr. Stark. But Mr. Stark had told him that it wasn't his fault. Peter wasn't entirely sure if he believed that was true, but the fact that Mr. Stark had faith in him lifted his spirits greatly. Gradually, over the many months that they had known each other, Peter had come to realize that Mr. Stark would always be in his corner. No matter how terrible his corner was.

And so, during one typical evening in their apartment, Peter had finally confessed to May the secret he had been hiding for over a year. May had cried and he had cried. Through out all of it, May had held him tightly and stroked his hair.

"Oh, my boy…" She murmured while carding her fingers through his hair. "How long have you been carrying this?"

It was a rhetorical question. They both knew the answer.

Peter had found, in the weeks following that day, that confessing his secret had been both a blessing and a curse. After telling May and Mr. Stark about what had happened to Ben, he had felt lighter than he had in a long time. A weight had lifted off of his shoulders and he hadn't realized just how heavy it was until it was gone. On the other hand, discussing Ben's death with May and Mr. Stark had opened Pandora's box. Every night since then he had been plagued with nightmares, and it was all just so frustrating and unfair. He always thought that if he ever did tell May the truth, everything would get better. Mr. Stark had said it wasn't his fault. When he had begged May for forgiveness, she had told him that there was nothing to forgive. Peter knew in his heart what the reason was; He hadn't forgiven himself. Therein lay the true struggle.

It was all so much more complicated than Peter had anticipated. The worst thing about it was that Peter was aware that it was himself who was making the situation complicated, and he seemed to be powerless to stop it. He had been avoiding May again. Not quite as much as he had been before, in the month following Ben's murder. But he found himself avoiding their apartment all the same.

Peter took a moment to look around at his surroundings. He didn't want to go home, but he had nowhere else to go. Nowhere that was safe anyway. He was a fair distance from his apartment and didn't have his web shooters with him. Getting there by foot would take some time, but it was his only option. He grimaced at the thought of worrying May. Ever since they had left the compound, she had been very strict about knowing where he was at all times. If he wasted too much time, she would freak out and be angry with him when he finally came home. With that thought in mind, Peter started to run again.

Peter zigged and zagged through alleys and backroads, trying to find the most direct route to get home. Suddenly he felt it. Just like earlier, a jolt of energy shot up his spine and his hair stood on end. The feeling made him stop dead in his tracks, and then he saw it. A car drove past him, the driver paying no mind to Peter since he was invisible. As it passed him, Peter saw a hole in the trunk of the car where the tail light used to be. Out of the hole, and arm waved around frantically.

Oh, God.

Without a second thought, Peter chased after the car. Someone was being kidnapped! In all of the time that Peter had been fighting crime, he had never had to stop someone from being abducted. He wasn't naïve, he knew that human trafficking occurred in America, but he never thought that he would see it first hand.

Peter was quickly gaining on the car. If he had his web shooters, this would have been so much easier. Instead, in his panicked quick thinking, he decided to lift the car by the bumper. He wasn't sure exactly what he should do. The front wheels would still be on the ground, and if the driver pushed the gas, he would be dragged along. Gritting his teeth, Peter grabbed hold of the bumper and lifted it off of the ground. He dug his heals in to the ground and was met with a surprisingly minimal amount of resistance. The car stopped almost as soon as Peter had lifted it. A shiver ran over Peter's body.

Something was not right.

He couldn't dwell on it now. He had to focus on freeing whoever was trapped in the trunk, then he had to stop the driver. His fingers dug with ease in to the metal seam of the trunk and he ripped it open.

Hazel eyes behind white octagonal glasses stared at him from the depths of the trunk. The barrel of a gun pointed directly at him.

Oh.

A shot was fired before Peter had time to flinch. A red dart pierced through the thin material of his suit. In the trunk, Fake Claire Stephens grinned and her eyes twinkled.

Peter hit the pavement.

* * *

Peter walked down a cobbled stone street. Somewhere in the furthest recesses of his mind, Peter thought that it was odd that there were cobble stoned streets in New York. It was night and all of the stars were out. They gleamed in the sky, like massive golden balls that faded to light yellow around the edges. The darkness of the sky threatened to swallowed them up. Everything around him was vibrant and colourful. It was also swooshy and swirly. Like that really famous painting by that guy. The guy that cut off his ear and gave it to his girlfriend. Oh, Peter _knew_ that he knew his name. But everything felt fuzzy, so he stopped trying to think about it. Instead he just followed his feet down the road lined by shops and cafés.

After a long time, or perhaps only minutes, Peter reached a café that he knew well. It was that small café that MJ liked. They had been there twice. Once to work on their science fair project. The other time was a date, which had gone… badly. Peter thought it did, but he couldn't remember why. It was all slipping through his fingers like sand.

At one of the tables outside, MJ sat with her water colour pencils strewn on the table. She was colouring directly on the table instead of on a sketch book and all of a sudden it all made sense to Peter. She looked up at him as he approached the table and sat down across from her.

"You did all this? That's amazing!" He exclaimed while gesturing at everything surrounding them. She had painted it all; the road, the shops, the sky and stars. MJ just stared at him with her usual unimpressed look before shrugging her shoulders.

"Well, I've been waiting for a long time." She replied flatly while slumping back in her chair. Peter felt dread start to claw at his insides, though he wasn't sure why.

"Waiting for what?" He asked, though he was certain he already knew the answer.

"Waiting for you to show up."

Inexplicable sadness welled up in Peter, though he tried to keep it at bay. Tried not to show MJ how hurt he was. Though he wasn't sure why her words stung him so badly.

"Oh. Well, I'm here now."

MJ's gaze turned soft and sad as she shook her head.

"No, you're not."

Terror ignited all at once in Peter's chest and coiled tightly around his lungs. There was a pinch of pain, like a bee sting, in his right arm. But when he looked at it, there was nothing there. He looked back at MJ, who was staring at him patiently. Like she was waiting for him to figure out something obvious. Her calm patience in the face of his raging terror snapped something in him.

"Yes, I am!" He yelled. She didn't even flinch. Somehow her indifference made Peter feel even worse. He felt groggy and lethargic. His vision was starting to narrow. "I'm right here! I'm here! I'm here!"

* * *

Darkness engulfed Peter like a thick haze.

"M'here… m'here…" His voice mumbled, though he couldn't feel his lips move.

"My goodness, are you waking up already? I gave you enough sedative to make you higher than King Kong on the Empire State Building."

Peter knew that voice. But where had he heard it before? He tried to open his eyes, but they felt too heavy.

"Ahhh, well, that's just another mystery that we'll have to solve together at a later date."

Finally, Peter managed to crack open his eyes. Light hit them and he clenched them shut immediately. This wasn't right. He was with MJ. He was in a café in her painting. A dull throbbing flared up behind Peter's eyes and he went to rub his hand over them. Something cool and smooth was wrapped around his wrist and he couldn't lift it. Peter's eyes flew open in alarm. The light made his eyes tear up, but he kept them open despite the pain.

Peter realized that he was lying down on a table. A table with metal cuffs attached to his wrists and ankles. Looking down his body, he saw that his jeans and hoodie had been replaced with a hospital gown. From his right arm, an IV needle and tube snaked out of his arm.

A ringing sounded in Peter's ears and his breathing became sharp and laboured. How did he get here? It wasn't possible. He was just with MJ. He was with her.

"MmmmJ…" Peter slurred. His tongue felt heavy and it garbled his words.

"Jay?" The voice asked. The voice he knew. With great effort, Peter turned his head to his right and saw a woman in a white lab coat. Bushy hair and purple streaks. Octagon glasses. Hazel eyes.

It all clicked together in Peter's mind. He felt sick to his stomach.

"No…" He meant to say that loader, but his voice wouldn't obey. Both his body and mind felt hollow. Through the void, Peter's mind latched on to one fact. "You're not Claire."

Fake Claire laughed in surprise at his words. The sound echoed off of the sleek surfaces of the lab. She approached the edge of the table and studied him with amused eyes.

"Indeed, I'm not. I guess we should Introduce ourselves before we get started here."

Ourselves? She already knew who he was. Unless there was someone else. Peter turned his head to the left and saw a man eyeing him with a critical gaze. He had sharp features and neatly combed hair. He wore a suit rather than a lab coat. Peter felt his eyes widen. He knew this man as well, though he had only ever seen him in pictures and videos.

"I'm Dr. Olivia Octavius and my scowling companion is-"

"Norman Osborn." Peter finished for her. Dread twisted Peter's stomach in to knots as he started to piece together what this was all about. Mr. Osborn's piercing gaze pinned him down more effectively than the physical restraints.

"Of course, you know him. Silly of me to think that a world-renowned CEO and scientist would need introduction."

Dr. Octavius's voice sounded from Peter's right hand side, but Peter didn't dare to look at her. Didn't dare tear his eyes from Mr. Osborn.

"Enough talk. We're wasting time." Mr. Osborn's voice was like ice. He still kept his gaze fixed on Peter, though his command was for Dr. Octavius.

"Oh, I suppose your right."

A clinking sound of glass on metal snapped Peter out of his trance as he whipped his head over to look at Dr. Octavius. In her hand she held a syringe. At the table beside her, lay a tray with various surgical tools on it and empty syringes with very large needle tips. The sight of it caused Peter's heart to beat hard and fast. A cold sweat broke out over his skin.

"Wait!" He screamed. The doctor ignored him and moved to inject the syringe in to his IV line. "No, please don't! You can't do this!"

"Can't I?" Mr. Osborn's voice rang with authority. Peter turned to look at him again and found the man standing over him from his bedside. "You've stolen from me, boy. Do you know what that means?" Peter was frozen and his voice was gone. A cold wave washed over him as Mr. Osborn continued. "It means that my property is flowing through your veins. Tony Stark had you on a tight leash, which made reclaiming my property difficult and costly. But in the end, I always claim what is rightfully mine."

Peter's eyes were growing heavy. He didn't want to succumb to the drugs. If he closed his eyes, he might never open them again. But they did close against Peter's will. Cruel blue eyes stared in to his before darkness fell like a curtain.

"And I'll do whatever I want with my property."

* * *

Peter sat at a table. In front of him was his math homework. Or, well, Peter supposed that was what it was. A page with numbers and equations, but whenever he tried to look closely at one of the problems it dissolved into nonsense with no meaning. A familiar song was playing in the background, and Peter nodded his head along to the beat.

' _Though his mind is not for rent,_

 _Don't put him down as arrogant._

 _His reserve a quiet defense,_

 _Riding out the day's events._

 _The river!'_

Rush. Of course, Rush was Ben's favorite. Peter glanced up from his work and looked around. He half expected to see his Uncle's legs poking out from under a car. Or to hear him calling for whatever tool he needed.

No, this was the lab. Mr. Stark's lab. Not Uncle Ben's garage. Ben's garage didn't exist anymore. Neither did Ben. Peter's heart sank in his chest.

"Kid, what are you doing?" Mr. Stark called from behind him.

Peter whirled around in his seat and found the man standing with his arms crossed. An impatient scowl on his face caused Peter to feel panicky. Was he late? He was wasting Mr. Stark's time. Why was he even here? Mr. Stark was an important man and probably had a million better things that he could be doing right now. Mr. Stark held out his hand, and in it was a wristwatch. It was familiar, but where…?

"I fixed it for you. Try not to break it again." Mr. Stark's words were calm but they stung Peter like barbs.

"Thanks, Mr. Stark." He mumbled, taking the watch from him and fastening it on to his wrist. When he looked up, Peter was startled to find Mr. Stark staring at him. His gaze bore into him, like it could see in to his soul. Peter found himself held captive by its intensity.

"What's wrong with you?" Mr. Stark asked. Though they hadn't been talking about anything prior to this, Peter thought that he knew what Mr. Stark was asking about. It was as though Mr. Stark was trying to pull an already known answer out of him.

"I couldn't save Uncle Ben." Peter answered. He was suddenly struck with a sense of déjà vu. They had discussed this before. Hadn't they? He tried to remember but it hurt to think. It was all slipping away.

"No, you _wouldn't_ save him. You _could_ have saved him, but you didn't." Mr. Stark said coldly. Peter was rooted to the spot as the horror of that truth sunk in to him. Tears filled his eyes and his throat became so tight that breathing felt nearly impossible. "You killed him."

It was a fact, and Peter knew it. Mr. Stark was just telling him what he already knew.

"I know."

"He was like your Dad, wasn't he? How could you do nothing?" Mr. Stark asked and Peter flinched. "Am I gonna wind up dead too?"

Tears streamed down Peter's cheeks as he gaped at Mr. Stark.

"No, I-" Peter began weakly. He wanted to explain that he would never let anyone hurt Mr. Stark. But his voice died. And he couldn't breath. And for some reason, his back hurt. For the first time ever, the lab felt unwelcoming. It was stifling, like it was bearing down on him. He had to get out of there.

Peter turned on his heel and ran out of the lab and in to the hallway. He ran as fast as he could, but the hallway stretched on and on. After a while, he stopped as he realized that he was going nowhere. He was sobbing uncontrollably from the pain. Pain inflicted by Mr. Stark's words and the pain that was stabbing in his spine.

To his left, Peter saw a window. Looking out of it, he expected to see the grounds of the compound but instead was greeted by the sight of swooshy and swirly paint. MJ stood on the street in front of her café, staring up at him through the window. She was crying as well and all around her, the street, the sky, the shops were dripping in long wet streaks. Pools of technicolor water gathered at her feet.

' _He's crying.'_

Peter jumped in surprise at the voice. It came from everywhere and nowhere. It reminded him a bit of FRIDAY or Karen. But this wasn't either of their voices.

' _What? Oh, that's fascinating! His metabolism appears to be at least three times faster than a normal person's.'_

No that wasn't right. It was four times faster. Dr. Cho had verified that a long time ago. FRIDAY should know that.

' _Give him another dose. I don't want him waking up before we have him in his cell.'_

' _No. If I give him too much, it could cause a seizure.'_

There was a second pain now. The one in his spine had faded to a dull throbbing. A sharp new pain shot through the back-left side of his hip. Peter gritted his teeth. It felt deep and obtrusive.

' _I don't care about the boy's well-being. As long as these samples aren't altered by the sedative, he could fall in to a vegetative state for all I care.'_

' _Well, I'm almost done anyway.'_

Terror clawed at Peter's throat and through the disorienting confusion he remembered one thing; He was property.

* * *

Consciousness came to Peter slowly. His body was immobile, though feeling was gradually returning to his limbs. All was quiet and dark. Peter didn't even try to open his eyes. What was the point, anyway?

Seconds passed. Or minutes. Or hours. It was impossible for Peter to tell. But eventually he became aware of a deep throbbing pain in his spine and hip. Through the haze of his apathy, Peter felt tiny embers of concern smoldering. The more time passed, the more intense the pain became and the more panicked Peter felt.

Peter opened his eyes and was met with the sight of a ceiling. White and nondescript. Peter didn't recognize it. He looked down at his body and saw that he was lying on a bed. He was in a hospital gown, not his clothes. The sight made him frown.

He was in a hospital? No, he was in the lab. Mr. Stark's lab.

Mr. Stark, who had told him…

A dam broke in Peter's mind and memories came rushing back like torrential waters. Memories that clenched at his heart and throat like a vice and _squeezed_.

Peter sat bolt upright and cried out in pain from the sudden movement. His back ached, but he couldn't sit still any longer. He swung his feet over the edge of the bed and sprang to his feet. His knees buckled under his weight, and he collapsed on to the floor once more. His vision was filled with gray cement, and for a moment he lay there, too stunned to move. Slowly, Peter lifted his body up so that he was resting on his elbows. A shot of pain bolted through his spine once more as the motion bent his back slightly. He collapsed on the floor once more, and decided instead to just roll over on to his side. He did so, while keeping his back as straight as possible.

Four cement walls and one glass wall. A bed was pushed against one wall. A toilet was in the back corner of the room. In the ceiling, a small air vent pumped air into the room. Peter's brow furrowed as he tried to piece together fragments of his mind. He was here, wherever here was. But moments ago, he had been with Mr. Stark in his lab. And before that with MJ.

But no, there was something else. Something had happened between those two things…

' _You killed him.'_

With sharp clarity, Peter recalled Mr. Stark's voice. The air released out of his lungs as if he had been punched in the stomach.

How could Mr. Stark say that to him?

Peter clenched his eyes shut as shame settled over him like a thick blanket. Tears dribbled over the bridge of his nose and wetted the floor. A terrible rattling sound echoed in the small room. Peter realized after some time that it was the sound of his breathing.

Peter had never seen Mr. Stark act so cruel. His words stung even worse because of how unexpected they had been. Mr. Stark had always been kind to him.

' _You never were, nor could you ever be, a waste of time.'_

Mr. Stark believed in him, even when Peter didn't believe in himself.

' _You're a brilliant kid, and someday you'll be an amazing man.'_

Mr. Stark protected him. He had given Peter two suits that he had designed himself. They shielded him from criminals and anything else that might harm him. No. That wasn't right. Mr. Stark had given him three suits. One of them was a heated suit. Hastily modified in to a cloaking suit.

Peter's right hand dragged along the smooth concrete floor and wrapped around his left wrist.

It was bare.

His watch was gone.

Peter's eyes widened at the realization. Someone had taken it. Fake Claire. The watch was supposed to protect him from her. Mr. Stark had taken three days to design it. They had tested it in his lab.

Then they had talked about Uncle Ben…

' _It wasn't your fault.'_

Mr. Stark had told him that. He had held Peter while he cried. He had given him the courage to tell his secret to Aunt May.

Peter's hand trembled as he released his wrist and moved to wipe the tears from his face. Moving carefully so as to not further jostle his injuries, Peter picked himself up off of the floor and sat on the edge of his bed. He took a deep breath in and out.

It had all seemed so real. The lab. Rush playing in the background. If Peter closed his eyes, he could recall ever detail. Whatever sedative Fake Claire had developed, it had done a real number on him.

No, not Fake Claire. Dr. Octavius.

That drug had taken all of his insecurities and fears and exaggerated them in vivid hallucinations. Rage burned at Peter's insides as he began to realize what had nearly been taken from him.

They had nearly taken Mr. Stark from him.

Peter's hands clenched around the edge of the bed and the metal molded around his fingers like playdough. Fury wracked Peter's frame with tremors. He couldn't remember the last time he had been this angry. In the weeks following Peter's attack at school, he had worried incessantly about what he had to lose. He had worried that his attackers might take May, Ned, MJ, or Mr. Stark. That they would physically be taken or harmed. It had never occurred to him that something like this could happen. That he could be drugged and have his mind deteriorate. That the image of his loved ones could be twisted in his mind.

Peter had nearly believed that Mr. Stark hated him. That alone was fuel enough to burn the fire of his hatred for this lab, Dr. Octavius, and Mr. Osborn. Mr. Stark was out looking for him. He was certain of it. Peter just had to hold on until Mr. Stark managed to locate him.

Peter supposed that hatred and rage could sustain him until that time came.

* * *

"Wake-up!"

Peter's eyes snapped open at the command. It was the same every morning. Well, Peter assumed it was morning. There were no windows and he didn't have his watch. Words, muffled by thick glass, were barked at him and always accompanied by a sharp bang on the glass. Peter took a deep breath of stale recycled air and rubbed a hand over his eyes. Despite the air's unpleasant stale smell, it provided Peter with a small amount of reassurance. It was his only clue to where he was. The lab and his cell were likely underground.

"Stand up! Hands on the wall!" The guard barked again.

Gingerly, Peter stood from his bed. Peter had been held captive by Norman Osborn for five days, and in that time, Dr. Octavius had taken two samples of his spinal fluid and three samples of his bone marrow. Needless to say, Peter's back was killing him. And he was feeling more and more tired with each passing day as his healing factor struggled to keep up with the damage. Silently, Peter moved to the back wall. He placed his hands on it and he heard the glass wall slide open behind him.

Peter didn't try to fight them of. He had tried the first day, but all four guards behind him were armed and had their weapons trained on him. He had been naïve to think that he could escape that easily. All that had gotten him was a bullet in his leg. A wheel chair rolled up behind him and he sat down in it. The guards locked the cuffs around his wrists and ankles.

A guard pushed Peter in his wheelchair to the lab where Dr. Octavius awaited. By now, Peter had memorized the route from his cell to the lab. Straight. Turn left. Straight. Another left. Straight again. Pass by an elevator. Peter had seen someone use that elevator on his third day in captivity. He would need a key card to use it. They arrived at the lab doors and Peter saw the guard tap in the code on the key pad.

The doors slid open and Peter was wheeled inside. The scent of antiseptic burned at Peter's nose unpleasantly and made his nose crinkle. He quickly schooled his expression in to a neutral one. He didn't believe that Dr. Octavius knew about his enhanced senses, and he wanted to keep it that way. It was the only advantage he had. The ace up his sleeve.

"Morning, Peter! How are you feeling today?" Dr. Octavius asked brightly, as she did every morning. Peter rolled his eyes as the guard moved his wheelchair beside the examination table and moved back a couple of paces. A second later, Peter could hear the safety on a gun being clicked off behind his head.

"Just peachy." Peter replied sarcastically. The doctor was standing in front of him and was releasing the restraints binding him to the chair. The rules had been laid out on his first day here. Don't struggle or try to fight, or you'll lose your head. Peter didn't think that they would actually shoot him in the head. They needed him alive, after all. But he also knew that they had no ethical qualms about shooting him in non-lethal places. "Hey, Doc, how about today I draw _your_ blood instead?"

A slight frown pulled the corners of Dr. Octavius's lips down and Peter smiled at her irritation. He felt triumphant as he lay down on the table at having annoyed her. Annoying her may not be within his best interests, but it was the only small way that he could rebel without being maimed.

"Don't call me Doc, unless you want me to start calling you Bugs Bunny."

She fastened the cuffs around Peter's wrists and ankles a little tighter than usual. They bit in to his skin uncomfortably. The guard left as soon as Peter was secured on the table.

"Sure thing. How about 'Doc Ock'?" Peter quipped back, hoping to go two for two. Dr. Octavius nodded her head appreciatively and smiled.

Damn it.

"Well, that has a nice ring to it, doesn't it?"

Peter didn't respond. Silence fell over the lab as Dr. Octavius began her usual routine. She took a swab of the inside of his cheek. Then she drew a couple vials of his blood. She did this everyday, and oddly enough, Peter had grown accustom to it. Peter knew that she would then spend a couple of hours analyzing the content of his blood and running it through various tests. At this point, it had become a bit tedious for Peter.

"You're not very chatty today. Normally you never shut up." Dr. Octavius said while she gathered the vials of blood and placed them in cold storage. It was true, Peter normally rambled about anything and everything while he was being poked and prodded. He found that quipping witty one-liners and purposely annoying the doctor helped to keep his anxiety at bay. Like human experimentation was just an ordinary and mundane thing to happen to him. Today, he just couldn't be bothered to keep up the charade.

Rather than leaving him alone to go and test the blood samples, Peter was surprised to find Dr. Octavius returning to his bed side. This was out of the ordinary and Peter felt his pulse begin to race.

What was she going to do?

Dr. Octavius leaned down to further examine his hands. With one hand, she flipped his hand so that the palm was facing up. The latex of her glove brushed against the raised setules on his palm and they grabbed hold. As she tried to pull her hand away, the glove ripped. Shreds of white latex clung to Peter's palm. His heart rate sped up double time as a glimmer of interest lit up the doctor's eyes.

"Fascinating…"

Peter had to distract her. Anything to get her mind off of her new found discovery. His mind supplied a gruesome image his fingers being flayed, and a cold sweat broke out all over his body.

"Why are you studying my healing factor?" Peter blurted out. He wasn't certain that she was studying his blood and bone marrow for that purpose, but it seemed like a logical guess. His question did manage to successful distract the doctor. She placed his hand back on the table and turn to look at him strangely.

"Most scientists would say that there is no such thing as a stupid question. But that one really is flirting with the line." She stated while looking at him like he had just asked what 2+2 was. "Why _wouldn't_ the scientific community be interested in enhanced healing capabilities?"

"Well, the scientific community would want to know how to help people. But Norman Osborn doesn't really seem like the kind of guy to study this sort of thing for the sake of helping others." Peter was rambling. The longer he kept her talking, the more likely it would be that she would just move on and start her usual blood tests. Dr. Octavius smiled wanly and suddenly looked very tired.

"No, just one." She mumbled. Peter could hear her clearly and a thousand new questions sprung up in his mind.

"What did you say?" He asked, pretending like he couldn't hear her. She shook her head tiredly before straightening up.

"You're very optimistic." Peter frowned at that. What did that have to do with anything? Peter guessed that she was trying to distract him. "Don't worry about it. Norman Osborn is first and foremost a business man. Your blood cells are very lucrative assets to the company."

* * *

Peter stared dejectedly at the ceiling. The plaster had started to crack in some places, though Peter knew that they were too small and too far away for others to notice. Silence permeated the lab. Peter lay on the table. Alone.

It was the twelfth day.

Mr. Stark still hadn't come.

In his heart, Peter was starting to fear the worst. That Mr. Stark couldn't find him. That he would waste away and die here.

Times like this were the worst. When Dr. Octavius would leave him alone, strapped to the table, in order to do something else. At times like these, it was just Peter alone with his thoughts.

Maybe Mr. Stark had already cut his losses and moved on. Maybe he had already found a new kid to take under his wing. The thought brought tears to Peter's eyes. He pressed his eyes shut but the tears escaped anyway. Wetting the shell of his ears and soaking in to his hair.

Dr. Octavius could come back at any time. Peter refused for her to see him like this. He took deep breaths to calm himself. His breath, the only sound in the lab.

In.

Out.

In.

Out.

Doors were sliding. Too soft and faint to be the lab doors. Peter's eyes snapped open as he realized that they must be the elevator doors. He strained his hearing and could faintly hear footsteps and two voices.

"… just need more time." Dr. Octavius said.

"You need more time?" a man's voice asked. Peter realized after a moment that it was Norman Osborn. Their footsteps halted just outside of the lab doors. "My son needs more time. Unfortunately, I can't give you a time extension any more than I can give him one."

His son? Peter had heard of Harry Osborn before, but what did he have to do with-

"These things can't be rushed. If I could just have one more week-"

"You're in no position to demand anything!" Peter flinched at the noise. It was the first time he had ever heard Mr. Osborn shout. Even without his enhanced hearing, he probably could have heard that. "First you promised me that you could discover a cure if you had samples of the boy's blood. But then what happened? You couldn't do it and we ran out of blood. Because of your failure, we had to kidnap the boy. And now, Tony Stark is tearing the city apart looking for him." Peter's heart lept to his throat. Mr. Stark _was_ looking for him! He _did_ care about him! A small measure of guilt settled in to Peter's stomach for ever having thought that Mr. Stark would abandon him. "With the resources that Stark has, it's only a matter of time before he tracks the boy to this location. So tell me, Doctor, how exactly do you expect me give you more time?" Silence stretched on for a moment or two. Idly, Peter wondered if Mr. Osborn was really waiting for an answer. Or if he just wanted to see Dr. Octavius squirm. "I want results. I expect them by tomorrow night."

One pair of footsteps walked off, the sound becoming more and more faint. Suddenly, the lab doors slid open and Dr. Octavius stormed in to the room. Dozens of new questions were running through Peter's head. Mr. Osborn had mentioned a cure. A cure for what? And, more importantly, for who? The man didn't look sick, but then again, not all illnesses are visible. Peter tried his best to wipe all emotion off of his face. He wasn't supposed to have heard that, after all.

Peter followed the doctor with his eyes as she went about the lab, collecting various medical tools on a tray. Her actions, though calm and controlled, seemed to be barely suppressing her agitation. Finally, she snapped on a pair of latex gloves with more force than necessary.

"Someone's testy." Peter teased, though panic was starting to rise in his chest. She ignored him and set the tray next to the table he was lying on. "So, same as usual? You gonna draw some blood, swab my cheek?" She ignored him again, and walked to one of the counters. Peter recognized it as the counters where she kept the drugs. Panic was clawing at his lungs. "Hey, c'mon Doc. What's with the silent treatment?"

"No, I'm gonna take a tooth." She said calmly as she approached him, needle in hand.

Peter's heart stopped. His healing could repair everything she had done to him up until that point, but it couldn't regrow a tooth. Dr. Octavius leaned over him to inject the syringe into his IV port. A blind panic swept over Peter. He leaned up as far as he could with his limbs restrained. His teeth latched on to the sleeve of Dr. Octavius's lab coat and he bit down hard. She cried out in pain as Peter's teeth sunk in to her wrist as well as the coat. With all the strength he could muster, Peter whipped his head to the side. The doctor's grip slipped and the needle flew out of her hand. Peter heard a crack of glass as it hit the floor.

"That's enough!"

Dr. Octavius's lab coat fell to the floor and four long rubber tubes inflated from her back. One of them wrapped around Peter's knee while the other three suspended her body two feet above of his. They held her horizontally so that she was directly over him. Her bushy hair hung in front of her face, a few of the locks were long enough to brush against Peter's cheek. Her eyes were focused on his, and for a moment Peter thought that she looked deranged. A second later, a mask of calm control slipped over her features once more. A hiss of compressed air sounded and the arm wrapped around Peter's knee inflated with more air. Peter yelped in surprise as it squeezed his knee painfully.

"I'm in no mood for your shit today." Dr. Octavius growled, her hazel eyes glaring in to his brown ones. "I got the boss breathing down my neck and an impossible deadline to meet. So here are your choices. Option one; I give you the sedative, you fall asleep, and I take a tooth. Option two; You struggle, I break your knee and don't give you the sedative." The claw around his knee became even tighter. Peter hissed in pain as he could feel his knee threatening to bend back the wrong way. "You'll be in agonizing pain and I'll still take a tooth. So, what's it gonna be?"

' _Don't cry, don't you dare.'_ Peter ordered himself. Tears sprung to his eyes despite his efforts. He couldn't speak, so, in lieu of words, he opened his mouth. Dr. Octavius smiled victoriously as her rubber arms lowered her to the ground.

"Good choice."

* * *

Peter was staring at the ceiling once again. There was a tiny air vent in the ceiling of his cell. Too small for him to squeeze through. Peter wished, more than anything that he had droney with him. The tiny mechanical drone spider that resided in his suit could fit through that vent.

Actually, no. Scratch that. Peter wished more than anything that he had some Spidey-profen. His gums were inflamed and his right cheek was swollen. It throbbed in time with his heart beat. Hours had passed since Dr. Octavius had pulled his tooth. Peter had asked that she do it without giving him the sedative. It had been excruciating, but at least Peter wasn't experiencing crazy hallucinations. He knew what was real and didn't have to spend hours afterward sorting his head out. His first experience with it had been terrifying, trying to differentiate real memories from fabricated ones. In Peter's opinion, the pain was worth it.

As lightly as possible, Peter ran his tongue across his teeth, hissing in pain when his tongue hit the spot where his top-right molar should be. He could still taste the blood.

He was running out of time.

Today, Dr. Octavius wanted a tooth. What if tomorrow she wants an organ? How long before there was nothing left of Peter for Mr. Stark to save? It was a sobering thought that elicited terror in Peter's heart.

Gently, Peter stood up and began to pace the small area of his cell. The need to move, to do anything was overwhelming. In the midst of his pacing, he caught sight of his reflection in the glass wall. After so much blood letting, Peter's skin had started to turn pale and waxy. Dark circles lined his eyes. Peter reached up with one hand and cupped his swollen cheek. He looked terrible. It was true that Peter had looked more beat up before. When he had stopped Mr. Toomes he had walked away looking much more bloody than he did now. But he had never looked so sickly before. It was then that Peter realized two truths.

He had to leave, or he would die.

He couldn't afford to wait for Mr. Stark anymore. Peter had to save himself.

Peter sighed and leaned forward to lean his forehead on the glass. He had to leave, but he didn't even know where he was. If he somehow managed to escape this building, what then? Peter closed his eyes and breathed for a moment. He recalled the conversation that he had heard between Mr. Osborn and Dr. Octavius. Mr. Osborn had said that Mr. Stark was tearing the city apart looking for him. _The city_. Peter's eyes widened.

Was he still in New York? Was he being held at Oscorp? No, surely it couldn't be that simple. But, then again, Peter supposed that it was possible. He recalled that, on his school field trip, the tour guide had said that all research and development for Oscorp was done in the same building. Peter knew that he was in the sublevel of a building. He knew this because the air smelled recycled, there were no windows, and the elevator next to the lab only had an upward arrow button on it.

So, Peter concluded, he was likely at Oscorp. Just a few floors above his head, Secretaries were working their 9-5 jobs and other schools were doing their own field trips. A hysterical laugh burst from Peter's lips at the thought.

How would he get out?

Peter straightened up and regarded his reflection once more. There was no way that he would be able to escape from the lab. The metal restraints on the lab table were much too strong for him to break. It would have to happen during the transition between his cell and the lab. There were four guards, with four guns. If he tried to overpower them, they would shoot. He already had one scar in his leg to give testament to that fact.

Peter would have to out-smart them.

Peter closed his eyes and tried to focus. All he needed was a moment to break free. He needed them to drop their guard long enough for him to escape. He would steal one of their key cards so he could use the elevator. But first, he needed that golden opportunity to arise.

Surely, they would lower their guard if they thought he was dying. Or if he was in need of medical attention.

Peter's chest felt light and for the first time, he dared to feel hopeful. He remembered Dr. Octavius's voice coming from everywhere and nowhere. During his hallucination, he had thought that she might have been FRIDAY.

' _Give him another dose. I don't want him waking up before we have him in his cell.'_

' _No. If I give him too much, it could cause a seizure.'_

No doubt, Dr. Octavius could recognize the signs of someone faking a seizure, but the guards probably couldn't.

Peter's cheek hurt as he grinned, but he couldn't help but grin anyway.

He would live.

He would escape.

He would see May and Ned and MJ again.

He would see Mr. Stark again.

Peter wandered back to his bed to lie down. He doubted that he would sleep at all that night, but he needed to rest his body and plan his escape. The curtain would go up tomorrow morning and Peter would give an Oscar worthy performance.

* * *

Long ago, when Peter was new to his powers, he had wanted to test out what the limits of his enhanced senses were. How far away could he hear or see? He had figured out that if he closed his eyes, and became extremely focused on one sense, it would become even more heightened.

To anyone watching, Peter Parker was soundly asleep. In reality, Peter Parker was wide awake and listening attentively to every little sound in the cell. He had been lying on his bed all night long, feigning sleep and instead working out his plan and making note of every small change in the room.

Every 30 minutes, the vent in his cell would pump cool air in to the cell.

The pipes behind the concrete walls would groan occasionally.

Twice during the night, Peter heard a guard walk up to his cell, looked inside, and reported on his radio that Peter was sleeping.

Peter was tired from pulling his all-nighter, but at the same time he was tingling with nervous energy and was having a hard time lying still. Because, well, he had one shot or one opportunity to seize everything he every wanted. Would he capture it? Or let it slip.

Oh, God. He really was tired. Now was not the time for quoting Eminem. Peter gave himself a mental slap and concentrated on his hearing again.

He counted the seconds. The minutes. The air vent started blowing in more air. And then he heard it.

Footsteps. Many of them.

Showtime.

Peter knew, from a first aid course he had taken years ago, that there were two types of seizures. The kind where someone stays frozen and unresponsive and the kind where someone's body jerks sporadically. He decided to fake the latter since it would probably be more disturbing to watch. As the sound of the footsteps approached, Peter started to fake spasms.

"Wake-" The usual guard's voice called but then was cut short. "Hey, what're you doing? Stop that!"

Oh, God. They weren't buying it. Time to go big or go home.

Peter further exaggerated his jerking body and rolled off of his bed and onto the floor. He kept his body ridged as he hit the floor.

"I need Dr. Octavius to report to the holding cells. The subject is having a seizure."

No.

Cold sweat broke over Peter's skin as he continued to jerk on the floor. What if they didn't come in? What if they decided to wait outside for Dr. Octavius to show up. All of this would have been for nothing and Peter's last hope of escape would disappear. He needed to do something. Something that screamed 'help me now, or I'll die!'.

Peter started to make choking sounds in the back of his throat.

"He's choking on his tongue!"

A swiping sound as the key card passed through the lock. The glass wall slid open smoothly on its rails. Peter's heart soared, though he tried not to let it show. One of the guards had a shred of humanity left, and that would save him.

Footsteps rushed inside. But it was only two people. Peter needed all of them in the cell, or his plan wouldn't work. Sturdy hands turned Peter on to his side. Another felt his forehead while a couple of fingers pressed against his pulse below his jaw line.

"Shit. He's burning up." A voice said from above of him. Peter could tell that the two in the cell were kneeling over him.

"His pulse is too fast." The second voice said. "Marv! Get the wheelchair in here! We'll strap him in and get him down to the lab."

The third guard entered the cell, pushing the wheelchair in front of him. Just one more. Peter's nerves tingles in anticipation. Peter locked his limbs in an imitation of someone going through electric shocks. Hands lifted him and tried to sit him down in the chair. Peter was stiff at a board. One of the guards cursed under his breath.

"This won't work, we have to carry him."

The guard was panicking. Peter could hear it. Not just in his voice but also in his elevate heart rate.

"No." The last guard in the hallway called. "We have to wait for the doctor-"

"If the subject dies before Octavius gets here, Norman Osborn will kill us!" One of the guards supporting Peter's body snapped. "So, get your ass in here and help lift!"

There was a moment of hesitation. Peter realized that he was holding his breath. The last guard entered the room. Peter's heart was hammering.

Wait for it.

Peter counted the sets of hands on him. Four sets of hands were on him, slipping under his legs and torso. They began to lift him in to the air. Four sets of hands were occupied lifting Peter, not reaching for their guns.

Peter snapped his eyes open. For less than a second, he took in the shocked faces of the guards holding him; Two on each side of his body.

"Wha-"

Peter drew his knee to his chest and released it, kicking one of them in the face. Not hard enough to kill. Spider-Man didn't kill. But hard enough to knock him out.

' _Pull your punches if you have to, but don't let yourself get beat just cause you're stronger than your opponent.'_

These were completely different circumstances, but Happy had given some pretty solid advice. Peter hoped he would live long enough to thank him for it. The guard dropped like a sack of potatoes, and before the others could react, Peter was twisting out of their grasp.

"Hey!" One of them shouted in surprise. Peter dropped on to the floor in a crouch. Behind him, he could hear the other three fumbling with their weapons. Reaching out with one hand, Peter grasped the armrest of the wheelchair. He spun around in an arc quickly, hitting the other three with the chair. They tumbled to the floor like bowling pins.

Bang!

The gun shot echoed in the small space and Peter could feel a white hot sting in his side. He kept fighting anyway, adrenaline pumping through him and keeping the pain muted. There were only two guards conscious. One had hit his head when he fell. The other two were on the ground, one with his gun raised at him. Peter lept over and the guards. They tried to follow him with their gaze. Landing behind them, Peter grabbed the hair of the guard that shot him in his fist. He slammed his head down in to the cement floor. He didn't stir again.

Peter turned his attention to the last guard. He was pale and staring up at him with frightened eyes.

"Don't kill me!" Peter recognized his voice as the one who had said that he was choking on his tongue. The one that opened his cell. Some of the hatred in Peter's heart was tempered. He straightened up and held his hand out.

"Give it."

The guard stared at him in shock.

"W-what?"

"The gun." Peter clarified. "Actually, everything you got. Hand it all over."

With shaking hands, the guard handed over his gun, key card, identification, and his cell phone. A sense of peace washed over Peter as he sprinted out of the cell. For good measure, he swiped the key card through the lock, thereby locking the guards in his cell. Then he dialed a number on the phone. One of the three which he had memorized by heart. Peter's heart was racing and his hands shook so bad he could barely keep the phone pressed to his ear.

It only rang once before Mr. Stark picked up.

"Who is this?"

All of the air evaporated from Peter's lungs and tears prickled his eyes. Hearing Mr. Stark's voice again, Peter realized that his memory of it had been just a shade.

"Mr. Stark!"

"Peter! Where are-?"

"I think I'm at Oscorp!" Peter shouted before Mr. Stark had finished his question. Remembering the path to the elevator, he started to sprint down the hall. He didn't have time for this. His heart was in his throat. In the distance Peter could hear the whooshing of something running. Something with many legs. It was growing louder as it gained on him. "Track this phone call!" He screamed before something closed around his throat. Something else closed around his hand tightly, causing him to crush the phone in his own gasp.

"Why are you purposely going out of your way to make my work difficult?" Dr. Octavius drawled from behind him. Her rubber octopus arms turned him around slowly and lifted him off the ground by his neck. Just enough so that Peter's feet were dangling. "I thought you understood our agreement?" She asked. The arm suspending Peter from the ground whipped him into the wall. "Don't fight or struggle," She added while the claw tightened on Peter's throat. He gasped on reflex and his lungs burned in response. "And you can keep your head."

Peter wanted to pull the claw from his throat, but both his hands were full. One was wrapped up in another claw and clutching the crushed remnants of the phone. The other held the gun and key card. He was losing strength rapidly, and the key card fell to the floor. He held fast to the gun. Reaching up, he aimed at the rubber arm around his neck and shot. The doctor screamed in surprise as the bullet tore a hole through the arm, rendering it useless. Peter fell to the floor and gasped for air. He aimed quickly at the other arms and fired off three more rounds. They all met their targets.

Huh. It was just like web slinging, except with bullets.

Dr. Octavius let out a frustrated scream as all the arms deflated around her. She slapped a hand to her chest and the arms all dropped off of her like dead weight. She rushed at him, her face contorted into a deranged snarl and her hand raised in a fist. Peter aimed the gun at her. His finger twitching on the trigger.

No, Spider-Man doesn't kill people. Not even inhumane scientists who tortured him for profit.

But, Spider-Man had no problem pistol whipping them in to next week.

Peter side stepped her attack and swung the handle of the pistol down over her temple. She fell down in a heap and something in Peter felt deeply satisfied.

"We both know that's a load of crap, Doc Ock." Peter quipped breathlessly to her unconscious form. A ghost of a smile flitted over his face as he bent down to pick up the key card. He sprinted the rest of the way to the elevator, and his lungs burned from the effort. It almost felt like how it did to run before he was bit by the spider; Absolutely miserable. He didn't dare slow down. He had no way of knowing if Norman Osborn was aware of his escape. He wasn't keen on finding out. He had one goal in mind that he focused on like a laser beam; The main doors of the lobby. That was, assuming that his guess was right and he really was in Oscorp and still in New York.

Peter reached the elevator and swiped the key card through the lock. It took a second for the doors to slide open, but for Peter it felt like ages. Adrenaline and not much else was sustaining him now. The fear that he would be caught now that the end was in sight kept him moving one foot in front of the other, in spite of his weariness. Peter raced in the elevator and hurriedly studied the buttons. It went to all floors, so Peter jabbed the M button and the doors slid shut. The elevator shuddered before it started to rise. Soft music started to play.

Holy shit.

There was elevator music playing in the super secret elevator that lead to the evil human testing lab.

Peter laughed _hard_. Hysterical and uncontrollable laughter echoed loudly in the small space causing Peter to wince. Tears of mirth sprung to his eyes and he wiped them away with the back of his hand. The hand that was still holding a gun. The sight of it sobered him quickly. Peter kept his eyes on the rising floor numbers. He was still in the sublevels.

Drip.

Drip.

Drip.

Peter's brow wrinkled as he looked down to see what was dripping. Oh, it was his blood. It was dripping on the floor and staining it crimson. With that realization came a burst of pain that his adrenaline had been suppressing. Peter placed a hand on his side and it came away bloody. It wasn't bad. The bullet just grazed him.

The elevator roughly shuddered to a halt. Peter knees buckled under him and he threw out his arms to keep himself balanced. He glanced at the screen displaying the floor number.

This wasn't the main floor.

A second passed. The doors weren't opening.

Peter's heart stopped. He was one level under the main floor. He could make it, if he ran and was stealthy. He had to. Peter dropped the gun to the floor as he forced his hands in the seam between the elevator doors. He pulled them open and the metal groaned in protest. The floor outside was at Peter's eye level. Below it, a dark empty space dropped down in to the elevator shaft. Peter picked up the gun and slid it across the floor. Then he placed his palms flat on the floor and hoisted himself up. It was a bit of a tight squeeze, but Peter managed to wriggle his body through the small space between the floor and top of the elevator door.

It was a lab. A different one from the one a few floors down, but one that Peter recognized anyway. In glass cases on the counter tops, spiders were twitching and spinning webs.

He was back where it all started.

The hair on Peter's neck stood on end moments before he heard footsteps approaching. It was coming from the door way. The only exit and entrance to the lab. Panic seized his heart as his eyes darted around, scouting out a place to hide. Suddenly, he was hit by an idea.

Most people don't think to look up. There were some very thick and sturdy looking pipes over his head.

Peter hopped up on to a counter and climbed the wall. His muscles were on fire and his head felt kind of light. The weeks of abuse was taking its toll on him and he wasn't sure if he would have enough stamina to fight off whoever was there. As silently as he could, He pulled himself up on to a thick pipe and wrapped his arms and legs around it. There was a figure in the doorway, with his arms raised and a gun in his hands.

Norman Osborn.

He paced slowly in to the room, eyes scanning the lab. Peter placed a hand over his mouth and nose to silence his erratic breathing.

"Peter Parker. I know you're in here."

A bluff. Of course he couldn't be certain that Peter was there. He would leave soon, Peter just had to remain still and silent.

Drip.

Drip.

Drip.

A horrifying chill washed over Peter. His blood was dripping on the floor. Mr. Osborn was turning to look at it, trailing his gaze up to the source.

Their eyes met.

Peter swung his body to the side and narrowly missed the shot fired at him. It ricocheted off of the pipe and Peter saw a red dart fall to the floor. His heart beat was thrumming in his ears. There was nowhere to go up here. His best bet was to get on ground level. Peter swung himself around the pipe and drop to the ground in a crouch. The impact ached in his knees. He dove behind a lab table as a second dart cut through the air to where he had been.

"It's over, Mr. Osborn! Mr. Stark knows I'm here!" Peter shouted from behind the table. This time he was bluffing. He didn't know if Mr. Stark had been able to track the call or if he was, in fact, in the Oscorp tower.

"Goddamn it!" Mr. Osborn screamed. He was running around the table and Peter had to move. He had no more hiding places, and the only option was to reach the door before Mr. Osborn did.

Peter could hear something faint, but rapidly approaching. A sound that he had heard thousands of times before. Metal whirling and heavy armored footsteps.

The Iron Man suit.

Mr. Osborn was rounding the corner of the table as Peter sprung to his feet and sprinted for the door. From behind him, he heard a third dart piercing the air. Peter took a hard left turn to dodge it and the dart flew past him. It bounced with a metallic sound off of... nothing.

No, not nothing. Someone. An _invisible_ someone.

"Get away from him!"

Mr. Stark's suit rippled in to view as he ran past Peter. Red and gold gleamed in a terrible fury. Peter saw terrified helplessness pass over Mr. Osborn that almost made him feel bad for him. Almost. Mr. Osborn's gun clattered to the floor a second before Mr. Stark reached him. A red gauntlet swung and Mr. Osborn was flung across the room. He crashed in to a counter before falling to the floor.

It was done.

Peter felt like he could finally breath again. Mr. Stark's suit opened up to reveal the man, dressed in jeans and a t-shirt and looking more frazzled than Peter had ever seen him. Peter expected him to turn to him, but instead he took long strides to close the distance between himself and Mr. Osborn. He reached down and pulled the man up by the collar of his shirt. His other hand closed in to a fist. It smashed in to his face.

Again.

And again.

And again.

Finally, A sharp snap rang through the room and Mr. Osborn cried out in pain. Peter felt sick to his stomach.

"Mr. Stark, stop! He's down!"

Peter wasn't sure if Mr. Stark was ignoring him, or if he really hadn't heard. There was a wild look in his eyes that seemed beyond reason. It terrified Peter. He ran forward and held back Mr. Stark's arm as he moved to throw another punch.

"Stop!"

That seemed to snap Mr. Stark out of his state. He released his hold on the other man, who fell to a bloody, groaning heap. Peter's eyes found Mr. Stark's. The anguish in them was enough to fill Peter's own with tears.

"Peter."

Tears were falling down Peter's cheeks too fast and thick for him to see properly. Mr. Stark's ACDC shirt filled his vision as them man pulled him to his chest. Trembling arms held him tightly and a hand ran through his hair.

"You can't take him!" Mr. Osborn cried desperately. Mr. Stark's body went rigid and Peter clung to him even tighter. "I need to replicate his healing factor! Stark, if you take him, my son will die!"

"Well you can't have mine!"

Peter's face was still pressed into Mr. Stark's chest, hiding his shock.

Peter was his.

His son.

He was Richard and Mary Parker's son. He was Ben and May Parker's nephew. And somewhere along the way, he had become Tony Stark's son.

A warmth spread through Peter as his arms tightened lightly. He was right where he belonged. Mr. Stark gently loosened his grasp and pulled away. Peter was confused until he saw him walk towards the dart gun lying on the floor. He aimed it at Mr. Osborn and fired.

"See how you like it." Mr. Stark muttered as he watched Mr. Osborn slump motionless to the floor. He turned on his heel and his eyes tightened as they took in Peter's appearance. He strode towards him again and gently grasped Peter by his upper arms. "What'd they do to you." He murmured gently. Peter knew it was a rhetorical question, but it broke something in him. The events of the past two weeks all came flooding back and it was all too much. A sob tore from Peter's throat and Mr. Stark's face crumpled in response. He pulled Peter close again and held him. "It's okay, Pete. I gotcha."

Peter buried his face in his shoulder again and Mr. Stark let him cry. Let him take a moment to process everything that had happened. Here, in the relative safety of Mr. Stark's grasp, everything that he had been forced to not think about for the sake of survival was catching up. It would drown him, if not for his father's presence.

After several moments, Peter started to think about Mr. Osborn's words. The ones he had spoken here, and yesterday outside the lab. The reason for Peter's capture had been to develop a cure for Mr. Osborn's son. All of a sudden, doubt and uncertainty pulled at Peter's heart.

"Is Harry Osborn really gonna die?" Peter asked as he pulled away from Mr. Stark. The man's eyes gained a knowing look as he contemplated Peter's question.

"No." He stated firmly. "I don't know what's wrong with him, but my medical team will help him with whatever it is." Peter nodded his head. He believed Mr. Stark, but guilt still tugged at his conscious relentlessly. Mr. Stark must have seen something in his expression, because his eyes grew stern. "Healing him isn't your responsibility."

For once, Peter was inclined to believe that. Normally he felt that if he could help someone, he was morally obligated to do so. But this... he never asked for any of this. Standing in the lab where it all began, with the man who had mercilessly pursued him lying unconscious on the floor, Peter could feel hatred bubbling up inside him. It was somewhat mitigated by his fatigue.

"They hurt me." He spat, but even to himself, his voice sounded hollow. Mr. Stark's expression tightened.

"I know."

No. He didn't know. Not yet anyway. Someday Peter would tell him all about it, but he doubted that he could anytime soon.

"They took one of my teeth."

Mr. Stark paled and his jaw clenched. He wrapped his arm securely around Peter's shoulders. He wasn't sure if that was meant to ground him or Mr. Stark.

"We can fix that."

Of course he could. Mr. Stark could fix anything. Despite everything that had happened, Peter had complete faith in him. Mr. Stark had once promised him that he wouldn't let anything happen to him. He realized now that was an impossible thing to promise anyone. It was more important and comforting to know that Mr. Stark would always guide him through turbulent waters, rather than make the storm disappear. Peter knew everything would be fine. He had Mr. Stark in his corner. Always.

"Thanks, Dad."

 **AN: I'm not super skilled at writing action, but I tried my best. Thanks for reading, everyone!**


End file.
